Common use of Representations Relating to the Collateral Clause in Contracts

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens;. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with its terms under the Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower subject to Permitted Liens. All filings (including such UCC and PPSA filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective. (iii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iv) Other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgmentjudgment liens, PBGC liens or tax lien filings against the Borrower;. (iiiv) the The Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC)accounts, Instrumentsinstruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)intangibles, uncertificated securities, certificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (, or in each case, the proceeds thereof or supporting obligations related thereto, in each case, as such assets are defined in the UCC, as applicable. (vi) The U.S. Collection Account constitutes a “deposit account” under Section 89-501(a102(a)(29) of the UCC); UCC and the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) within the meaning of the UCC;) with respect to the Canadian Collection Account and the U.S. Collection Account. (vvii) this This Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement statements referred to in clause (viii) ix), and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action (other than the filing of the financing statements referred to in clause (ix) and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement), including any filing or recording of any document, is necessary in order to establish and perfect the first priority security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral as against any third party in any applicable jurisdiction, including any purchaser from, or creditor of, the Borrower;. (viviii) the The Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral;Collateral and such documents do not require either notice or consent to any Person for the enforcement or exercise of the rights and remedies of the Secured Parties following an Event of Default. (viiix) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with With respect to Collateral that constitutes accounts or general intangiblesreferred to in clause (v) above over which a security interest may be perfected by the filing of a financing statement, the Borrower has authorized, caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing). (x) The sale of each Receivable by a Seller to the Borrower was, as of the related Purchase Date, permitted under all applicable documents governing the creation, sale or possession of such Receivable in effect at such time; and (xi) As of the related Purchase Date, each Receivable sold to the Borrower satisfied each of the criteria set forth in the definition of Collateral Receivable. (xii) Each Receivable listed as an “Collateral Receivable” or eligible Collateral on any Weekly Report, Biweekly Report, Notice of Borrowing, or other certificates delivered from time to time to the Administrative Agent or the other Secured Parties satisfies each of the criteria set forth in the definition of Collateral Receivable. (xiii) Upon the crediting of all Collateral that constitutes financial assets to the Canadian Collection Account or the U.S. Collection Account, as applicable, and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created and perfected in such manner under the PPSA or Article 9 of the UCC, as the case may be. (xiv) All original tangible executed copies of each Contract (if any) that constitute or evidence each Collateral Receivable included in the Borrowing Base has been or, subject to the delivery requirements contained herein and in the Backup Servicing Agreement, will be delivered to the Backup Servicer. (xv) Each Collateral Receivable was originated by a Seller pursuant to the Credit Guidelines and was sold to the Borrower by such Seller for a price at least equal to fair market value.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viiivii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens liens, claims and encumbrances (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing). Such filing of a financing statement is sufficient to perfect such security interest under applicable law (to the extent a security interest may be perfected under the UCC solely by filing of a financing statement); and (viii) with respect to Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the applicable Covered Account.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has good and marketable and the legal and beneficial (or, in the case of a Participation Interest, beneficial) title to all Collateral Loans Assets and other Collateral free and clear of any Lien, Lien claim or encumbrance of any personPerson, other than Permitted Liens; (ii) the Borrower has acquired its ownership in the Collateral Assets and other Collateral in good faith without notice of any adverse claim, other than Permitted Liens; (iii) other than Permitted Liens, the Borrower has not pledged, assigned or sold (except as otherwise permitted under the Facility Documents), granted a security interest in, or otherwise conveyed (except as otherwise permitted under the Facility Documents) any of the Collateral; (iv) the Borrower has full right to grant a security interest in and assign and pledge the Collateral to the Collateral Agent for the benefit of the Secured Parties (and has duly authorized such grant by all necessary action and the execution, delivery and performance of this Agreement and the other Facility Documents to which it is a party have been duly authorized by it by all necessary action); (v) other than the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as expressly permitted hereunder, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any effective financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; hereunder, and the Borrower is not aware of any judgment, PBGC liens or tax Tax lien filings against the BorrowerBorrower or any of its assets; (iiivi) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated Uncertificated Securities, Certificated Securities, “securities accounts” under Section 8-501(a) of the UCC, “deposit accounts” (as defined in Section 89-102(a)(18) 102 of the UCC), Certificated Securities ) or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC)) or supporting obligations; (ivvii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts” as defined in Section 9-102 of the UCC; (vviii) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control AgreementAgreement and filing of the financing statements referenced in clause (xi) below, perfected security interest (as defined in Section 1-201(37201(35) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens and claims (other than Permitted Liens), claims and encumbrances ) and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viix) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viix) with respect to the Collateral that constitutes Security Entitlements, : (A) all such Collateral has been and will have been credited to the Custodial applicable Covered Account; (B) the Securities Intermediary for each Covered Account has agreed to treat all assets credited to the Covered Accounts as Financial Assets; and (viiiC) either (x) the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing) or (y) (A) the Borrower has delivered to the Collateral Agent a fully executed Account Control Agreement pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by the Collateral Agent relating to the Covered Accounts without further consent of the Borrower or (B) the Borrower has taken all steps necessary to cause the Securities Intermediary to identify in its records the Collateral Agent as the Person having a Security Entitlement against the Securities Intermediary in each of the Covered Accounts; and (xi) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing)hereunder.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other Other than Permitted LiensLiens and as otherwise permitted under this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower other than judgements, PBGC liens or tax lien filings that have been disclosed to the Facility Agent; (iii) the The Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities Securities, supporting obligations, insurance or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Each Covered Accounts constitute Account is comprised of a “securities accountsaccount” under within the meaning of Section 8-501(a) of the UCC, and/or a related “deposit account” within the meaning of Section 9-102(a)(29) of the UCC, and such subaccounts as the Securities Intermediary may determine; (v) this This Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens liens, claims and encumbrances (other than Permitted Liens), claims and encumbrances ) and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the The Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in the Collateral (except any customary procedural requirements under any Collateral Obligation and Obligors’ and agents’ consents that are expected to be obtained in due course in connection with the transfer of the Collateral Obligations to the Borrower or the pledge hereunder, provided, that any such Collateralconsents are obtained prior to settlement of such Collateral Obligation); (vii) with With respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Collateral Account; and (viii) with With respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans Assets and other Collateral free and clear of any Lien, claim or encumbrance Lien of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminatedterminated or that is otherwise expressly permitted hereunder; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets that is not otherwise expressly permitted hereunder; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities Uncertificated Securities, Certificated Securities or Security Entitlements to Financial Assets resulting from the crediting of Financial Assets to a “deposit account” (as defined in Section 89-102(a)(18102(a)(29) of the UCC), Certificated Securities ) or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” under Section 9-102(a)(29) of the UCC or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts “accounts” or “general intangibles” (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby it xxxxxx agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; and (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Investment Advisor may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (iii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iiiii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iviii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (viv) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viv) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viivi) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viiivii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (viii) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (ix) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (x) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all each Covered Accounts constitute Account is comprised of a “securities accountsaccount” under Section 8-501(a) of the UCC, and a related “deposit account” within the meaning of Article 9 of the UCC, and such sub-accounts as the Securities Intermediary may determine; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Collateral Account; and (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9-102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Collateral Manager may cause cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) each Collateral Loan was originated without any fraud or material misrepresentation by the Collateral Manager or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal good and marketable and the beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance Lien in favor of any personPerson, other than Permitted Liens; (ii) the Borrower has acquired its ownership in the Collateral Loans and other Collateral in good faith without notice of any Lien, other than Permitted Liens; (iii) other than Permitted Liens, the Borrower has not pledged, assigned or sold (except as otherwise permitted under the Facility Documents), granted a security interest in, or otherwise conveyed (except as otherwise permitted under the Facility Documents) any of the Collateral; (iv) the Borrower has full right to grant a security interest in and assign and pledge the Collateral to the Collateral Agent for the benefit of the Secured Parties (and has duly authorized such grant by all necessary action and the execution, delivery and performance of this Agreement and the other Facility Documents to which it is a party have been duly authorized by it by all necessary action); (v) other than the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as expressly permitted hereunder, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any effective financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; hereunder, and the Borrower is not aware of any judgment, PBGC liens or tax Tax lien filings against the BorrowerBorrower or any of its assets; (iiivi) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated Uncertificated Securities, Certificated Securities, “securities accounts” under Section 8-501(a) of the UCC, “deposit accounts” (as defined in Section 89-102(a)(18) 102 of the UCC), Certificated Securities ) or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC)) or supporting obligations; (ivvii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts” as defined in Section 9-102 of the UCC; (vviii) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control AgreementAgreement and filing of the financing statements referenced in clause (xi) below, perfected security interest (as defined in Section 1-201(37201(35) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens and claims (other than Permitted Liens), claims and encumbrances ) and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viix) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viix) with respect to the Collateral that constitutes Security Entitlements, : (A) all such Collateral has been and will have been credited to the Custodial applicable Covered Account; (B) the Securities Intermediary for each Covered Account has agreed to treat all assets credited to the Covered Accounts as Financial Assets; and (viiiC) either (x) the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing) or (y) (A) the Borrower has delivered to the Collateral Agent a fully executed Account Control Agreement pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by the Collateral Agent relating to the Covered Accounts without further consent of the Borrower or (B) the Borrower has taken all steps necessary to cause the Securities Intermediary to identify in its records the Collateral Agent as the Person having a Security Entitlement against the Securities Intermediary in each of the Covered Accounts; and (xi) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing)hereunder.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal good and marketable and the beneficial title to all Collateral Loans Assets and other Collateral free and clear of any Lien, claim or encumbrance Lien in favor of any personPerson, other than Permitted Liens; (ii) the Borrower has acquired its ownership in the Collateral Assets and other Collateral in good faith without notice of any Lien, other than Permitted Liens; (iii) other than Permitted Liens, the Borrower has not pledged, assigned or sold (except as otherwise permitted under the Facility Documents), granted a security interest in, or otherwise conveyed (except as otherwise permitted under the Facility Documents) any of the Collateral; (iv) the Borrower has full right to grant a security interest in and assign and pledge the Collateral to the Collateral Agent for the benefit of the Secured Parties (and has duly authorized such grant by all necessary action and the execution, delivery and performance of this Agreement and the other Facility Documents to which it is a party have been duly authorized by it by all necessary action); (v) other than the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement or as expressly permitted hereunder, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any effective financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; hereunder, and the Borrower is not aware of any judgment, PBGC liens or tax Tax lien filings against the BorrowerBorrower or any of its assets; (iiivi) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated Uncertificated Securities, Certificated Securities, “securities accounts” under Section 8-501(a) of the UCC, “deposit accounts” (as defined in Section 89-102(a)(18) 102 of the UCC), Certificated Securities ) or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC)) or supporting obligations; (ivvii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts” as defined in Section 9-102 of the UCC; (vviii) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control AgreementAgreement and filing of the financing statements referenced in clause (xi) below, perfected security interest (as defined in Section 1-201(37201(35) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens and claims (other than Permitted Liens), claims and encumbrances ) and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viix) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viix) with respect to the Collateral that constitutes Security Entitlements, : (A) all such Collateral has been and will have been credited to the Custodial applicable Covered Account; (B) the Securities Intermediary for each Covered Account has agreed to treat all assets credited to the Covered Accounts as Financial Assets; and (viiiC) either (x) the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing) or (y) (A) the Borrower has delivered to the Collateral Agent a fully executed Account Control Agreement pursuant to which the Securities Intermediary has agreed to comply with all instructions originated by the Collateral Agent relating to the Covered Accounts without further consent of the Borrower or (B) the Borrower has taken all steps necessary to cause the Securities Intermediary to identify in its records the Collateral Agent as the Person having a Security Entitlement against the Securities Intermediary in each of the Covered Accounts; and (xi) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing)hereunder.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted LiensLiens (or, in the case of an asset of a Blocker Subsidiary, the Borrower has a first priority, perfected security interest in the Blocker Subsidiary’s interest in such asset); (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and; (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Original Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9-102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Refinancing or a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9-102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) each Collateral Loan was originated without any fraud or material misrepresentation by the Equityholder or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Refinancing or a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; (xi) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC; and (xii) each Collateral Loan was originated without any fraud or material misrepresentation by the Equityholder or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted LiensLiens and the sale of Collateral permitted hereunder, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Other than Permitted Liens, the Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or the Collateral; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities deposit accounts” under Section 89-501(a102(a) of the UCC; (viv) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viiivi) and execution of the each Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens liens, claims and encumbrances (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (viv) the Borrower has received all material consents and approvals and delivered any notices, in each case, required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral; (viivi) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of (or will have provided to the Administrative Agent in form suitable for filing and authorized the Administrative Agent to file) all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder hereunder. Such filing of a financing statement is sufficient to perfect such security interest under Applicable Law (which to the Borrower hereby agrees extent a security interest may be an “all asset” filingperfected under the UCC solely by filing of a financing statement).; and

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans (other than with respect to the Closing Date Participation Interest) and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), Liens and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial applicable Covered Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9-102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) each Collateral Loan was originated without any fraud or material misrepresentation by (A) the Equityholder if originated by the Equityholder or an Affiliate thereof or (B) to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viiivii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens liens, claims and encumbrances (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby xxxxxx agrees may be an “all asset” filing). Such filing of a financing statement is sufficient to perfect such security interest under applicable law (to the extent a security interest may be perfected under the UCC solely by filing of a financing statement); and (viii) with respect to Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the applicable Covered Account.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Collateral Account; and (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; , and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Agent, for 750499896 22723957 the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial applicable Covered Account; and (viii) with respect to the Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing), which security interest may be perfected by the filing of a financing statement under Applicable Law.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “"securities account” " (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “"securities accounts” " under Section 8-501(a) of the UCC or "deposit accounts" under Section 9-102(a)(29) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and; (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Original Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “"all asset” assets" filing); and (ix) each loan owned by the Borrower on the Original Closing Date and each loan acquired after the Original Closing Date, in each case as of the date of the acquisition by the Borrower thereof, complies with the criteria set forth in the definition of "Collateral Obligation."

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted LiensLiens (or, in the case of an asset of a Blocker Subsidiary, the Borrower has a first priority, perfected security interest in the Blocker Subsidiary’s interest in such asset); (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and; (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities deposit accounts” under Section 89-501(a102(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viiivii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens liens, claims and encumbrances (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all material consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder hereunder. Such filing of a financing statement is sufficient to perfect such security interest under applicable law (which to the Borrower hereby agrees extent a security interest may be an “perfected under the UCC solely by filing of a financing statement); and (viii) with respect to Collateral that constitutes Security Entitlements, all asset” filing)such Collateral has been and will have been credited to the applicable Covered Account.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (iii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iiiii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iviii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (viv) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viv) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viivi) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Accountapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; andUSActive 53861575.5 -72- (viiivii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (viii) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (ix) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (x) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; ; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; it or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-9- 102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); ; (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9- 102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; ; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; it, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; ; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Accountapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; and (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).security

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the CollateralCollateral (subject to Permitted Liens). The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder (or to the Borrower under the Purchase Agreement, which security interest has been collaterally assigned to the Administrative Agent)) or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instrumentsinstruments (as defined in Section 9-102(a)(47) of the UCC), general intangibles (as defined in Section 9-102(a)(42) of the UCC), payment intangibles (as defined in Section 9-102(a)(61) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities certificated securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC), or in each case, the proceeds thereof or supporting obligations related thereto; (iva) all Covered Borrower Accounts which are not the subject of a “Cash Sweep” designation under the terms of the Account Control Agreement will constitute “deposit accounts” under Section 9-102(a)(2) of the UCC, and (b) all Borrower Accounts which are the subject of a “Cash Sweep” designation under the terms of the Accounts Control Agreement will either constitute a “deposit account” under Section 9-102(a)(2) of the UCC and/or a “securities accountsaccount” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement referred to in clause (viiivi) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing); (vii) each Receivable included in the calculation of the Borrowing Base as of any date is an Eligible Receivable as of such date; and (viii) each Receivable constitutes an “eligible asset” under Rule 3a-7 promulgated under the Investment Company Act.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (iii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iiiii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iviii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (viv) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viv) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viivi) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viiivii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (viii) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (ix) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (x) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Facility Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the CollateralCollateral (subject to Permitted Liens). The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder (or to the Borrower under the Purchase Agreement, which security interest has been collaterally assigned to the Administrative Agent)) or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instrumentsinstruments (as defined in Section 9-102(a)(47) of the UCC), general intangibles (as defined in Section 9-102(a)(42) of the UCC), payment intangibles (as defined in Section 9-102(a)(61) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities certificated securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC), or in each case, the proceeds thereof or supporting obligations related thereto; (iva) all Covered Borrower Accounts which are not the subject of a “Cash Sweep” designation under the terms of the Account Control Agreement will constitute “deposit accounts” under Section 9-102(a)(2) of the UCC, and (b) all Borrower Accounts which are the subject of a “Cash Sweep” designation under the terms of the Accounts Control Agreement will either constitute a “deposit account” under Section 9-102(a)(2) of the UCC and/or a “securities accountsaccount” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement referred to in clause (viiivi) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing); (vii) each Facility Receivable included in the calculation of the Borrowing Base as of any date is an Eligible Receivable as of such date; and (viii) each Facility Receivable constitutes an “eligible asset” under Rule 3a-7 promulgated under the Investment Company Act.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance Lien of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower As of the Closing Date, it has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and and, as of the Borrower Closing Date, it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” under Section 9-102(a)(29) of the UCC or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; and (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Investment Advisor may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC);Section (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; and (x) the Covered Accounts are in its name and not in the name of any other Person and it has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Refinancing or a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required it, except as enforceability may be limited by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts generally or general intangiblesprinciples of equity, the Borrower has caused regardless of whether considered in a proceeding in equity or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).at law;

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (iii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iiiii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iviii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (viv) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viv) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viivi) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Accountapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; andUSActive 51774144.2053776213.6-70- (viiivii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (viii) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (ix) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (x) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans Assets and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, deposit accounts, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or deposit accounts under Section 9-102 of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts “accounts” or “general intangibles” (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby it hxxxxx agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) each Collateral Asset was originated without any fraud or material misrepresentation by the Equityholder or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens;. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with its terms under the Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower subject to Permitted Liens. All filings (including such UCC and PPSA filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective. (iii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iv) Other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgmentjudgment liens, PBGC liens or tax lien filings against the Borrower;. (iiiv) the The Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC)accounts, Instrumentsinstruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)intangibles, uncertificated securities, certificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (, or in each case, the proceeds thereof or supporting obligations related thereto, in each case, as such assets are defined in the UCC, as applicable. (vi) The U.S. Collection Account constitutes a “deposit account” under Section 89-501(a102(a)(29) of the UCC); UCC and the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) within the meaning of the UCC;) with respect to the Canadian Collection Account and the U.S. Collection Account. (vvii) this This Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement statements referred to in clause (viii) ix), and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action (other than the filing of the financing statements referred to in clause (ix) and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement), including any filing or recording of any document, is necessary in order to establish and perfect the first priority security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral as against any third party in any applicable jurisdiction, including any purchaser from, or creditor of, the Borrower;. (viviii) the The Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral;Collateral and such documents do not require either notice or consent to any Person for the enforcement or exercise of the rights and remedies of the Secured Parties following an Event of Default. (viiix) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with With respect to Collateral that constitutes accounts or general intangiblesreferred to in clause (v) above over which a security interest may be perfected by the filing of a financing statement, the Borrower has authorized, caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing). (x) The sale of each Receivable by a Seller to the Borrower was, as of the related Purchase Date, permitted under all applicable documents governing the creation, sale or possession of such Receivable in effect at such time; and (xi) As of the related Purchase Date, each Receivable sold to the Borrower satisfied each of the criteria set forth in the definition of Collateral Receivable. (xii) Each Receivable listed as an “Collateral Receivable” or eligible Collateral on any Monthly Report, Notice of Borrowing, or other certificates delivered from time to time to the Administrative Agent or the other Secured Parties satisfies each of the criteria set forth in the definition of Collateral Receivable. (xiii) Upon the crediting of all Collateral that constitutes financial assets to the Canadian Collection Account or the U.S. Collection Account, as applicable, and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created and perfected in such manner under the PPSA or Article 9 of the UCC, as the case may be. (xiv) All original tangible executed copies of each Contract (if any) that constitute or evidence each Collateral Receivable included in the Borrowing Base has been or, subject to the delivery requirements contained herein and in the Backup Servicing Agreement, will be delivered to the Backup Servicer. (xv) Each Collateral Receivable was originated by a Seller pursuant to the Credit Guidelines and was sold to the Borrower by such Seller for a price at least equal to fair market value.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “"securities account” " (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “"securities accounts” " under Section 8-501(a) of the UCC or "deposit accounts" under Section 9-102(a)(29) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts” under Section 9-102(a)(29) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of all of its interest and rights in such the Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and; (viii) with respect to Collateral that constitutes accounts Accounts or general intangiblesGeneral Intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements Financing Statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which hereunder, and the Borrower hereby agrees that any such Financing Statement may be an “all assetassets” filing); and (ix) each loan owned by the Borrower on the Closing Date and each loan acquired after the Closing Date, in each case as of the date of the acquisition by the Borrower thereof, complies with the criteria set forth in the definition of “Collateral Obligation.”

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens;. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with its terms under the Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower subject to Permitted Liens. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective. (iii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iv) Other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgmentjudgment liens, PBGC liens or tax lien filings against the Borrower;. (iiiv) the The Collateral constitutes Money, Cashaccounts, accounts (as defined in Section 9-102(a)(2) of the UCC), Instrumentsinstruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)intangibles, uncertificated securities, certificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (, or in each case, the proceeds thereof or supporting obligations related thereto, in each case, as such assets are defined in the UCC, as applicable. (vi) The Collection Account constitutes a “deposit account” under Section 89-501(a102(a)(2) of the UCC); UCC and the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) within the meaning of the UCC;) with respect to the Collection Account. (vvii) this This Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement statements referred to in clause (viiiix) and execution of the Collection Account Control Agreement, a perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action (other than the filing of the financing statement referred to in clause (ix) and execution of the Collection Account Control Agreement), including any filing or recording of any document, is necessary in order to establish and perfect the first priority security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral as against any third party in any applicable jurisdiction, including, any purchaser from, or creditor of, the Borrower;. (viviii) the The Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral;Collateral and such documents do not require either notice or consent to any Person for the enforcement or exercise of the rights and remedies of the Secured Parties following an Event of Default. (viiix) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with With respect to Collateral that constitutes accounts or general intangiblesreferred to in clause (v) above over which a security interest may be perfected by the filing of a financing statement, the Borrower has authorized, caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the -61- benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing). (x) The sale of each Receivable by the Seller to the Borrower was, as of the related Purchase Date, permitted under all applicable documents governing the creation, sale or possession of such Receivable in effect at such time. (xi) As of the related Purchase Date, each Receivable sold to the Borrower and listed as an “Eligible Receivable” satisfied each of the criteria set forth in the definition of Eligible Receivable. (xii) Each Receivable listed as an “Eligible Receivable” on any Monthly Report, Notice of Borrowing, Notice of Withdrawal or Notice of Prepayment, delivered from time to time to the Administrative Agent or the other Secured Parties satisfies each of the criteria set forth in the definition of Eligible Receivable as of the date of such delivery. (xiii) Upon the delivery to the Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the vault of the Custodian in which such assets will be held is located), if any, the crediting of all Collateral that constitutes financial assets to the Collection Account and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created and perfected in such manner under Article 9 of the UCC. (xiv) Each Eligible Receivable was originated by an Originator pursuant to the applicable Program and (x) was sold by such Originator to the Seller and (y) was sold or contributed to the Borrower by the Seller, in each case, for a price at least equal to fair market value.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(29‑102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(429‑102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(188‑102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a8‑501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a8‑501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(371‑201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-9- 102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “deposit accounts” as defined in Section 9-102(a)(29) of the UCC, or “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Collateral Manager may cause cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) each Collateral Loan was originated without any fraud or material misrepresentation by the Collateral Manager or, to the best of the Borrower’s knowledge, on the part of the Obligor.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) the Borrower has acquired its ownership in the Collateral Loans and other Collateral in good faith without notice of any adverse claim, other than Permitted Liens; (iii) other than Permitted Liens, the Borrower has not pledged, assigned, soldassigned or sold (except as otherwise permitted under the Facility Documents), granted a security interest in, or otherwise conveyed (except as otherwise permitted under the Facility Documents) any of the Collateral. The ; (iv) the Borrower has full right to grant a security interest in and assign and pledge the Collateral to the Collateral Agent for the benefit of the Secured Parties; (v) the Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or under the Existing Security Agreement or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iiivi) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC)) or supporting obligations; (ivvii) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC or “deposit accounts” as defined in Section 9-102 of the UCC; (vviii) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control AgreementAgreement and filing of the financing statements referenced in clause (xi) below, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens and claims (other than Permitted Liens), claims and encumbrances ) and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (viix) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (viix) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial applicable Covered Account; and (viiixi) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to within twenty (20) days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans Obligations and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liensthe security interest granted to the Collateral Agent pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The ; the Borrower has not authorized the filing of and is not aware of any financing statements Financing Statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement Financing Statement relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC)Accounts, Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)General Intangibles, uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)accounts, deposit accounts, Uncertificated Securities, Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) Collateral and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior 120 to all other liens (other than Permitted Liens)liens, claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Refinancing or a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder hereunder, relating to assets sold or contributed to any Person not prohibited hereunder, relating to the closing of a Permitted Securitization contemplated by Section 10.01(e) or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required it, except as enforceability may be limited by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts generally or general intangiblesprinciples of equity, the Borrower has caused regardless of whether considered in a proceeding in equity or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).at law;

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: : (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; ; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the Borrower; Borrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); ; (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; ; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement referred to in clause (viiivii) and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with respect to Collateral that constitutes accounts or general intangibles, the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all asset” filing).for

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; and (x) the Covered Accounts are in its name and not in the name of any other Person and it has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause Cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it It owns and has good and marketable legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, Lien or claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Except for Permitted LiensLiens or as contemplated by the Facility Documents, the Borrower it has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower It has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower it that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; and the Borrower it is not aware of any judgment, PBGC liens or tax lien filings against the Borrowerit or any of its assets; (iii) the Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), ) and claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrowerit, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower it has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; andapplicable Covered Account and the Securities Intermediary for each Covered Account has agreed to treat all assets credited to such Covered Account as Financial Assets; (viii) with respect to Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower it has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower it hereby agrees may be an “all assetassets” filing); (ix) it has taken all steps necessary to enable the Collateral Agent to obtain “control” (within the meaning of the UCC) with respect to each Covered Account; (x) the Covered Accounts are in its name and not in the name of any other Person. It has not instructed the Securities Intermediary of any Covered Account to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a notice of exclusive control, it and the Servicer may cause cash in the Covered Accounts to be invested in Eligible Investments, and the proceeds thereof to be paid and distributed in accordance with this Agreement; and (xi) all Covered Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it owns and has legal and beneficial title to all Collateral Loans and other Collateral free and clear of any Lien, claim or encumbrance of any personPerson, other than Permitted Liens; (ii) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements or any equivalent filing in any applicable jurisdiction against the Borrower that include a description of collateral covering the Collateral other than any financing statement or any equivalent filing in any applicable jurisdiction relating to the security interest granted to the Collateral Agent hereunder or that has been terminated; , and the Borrower is not aware of any judgment, PBGC liens or tax lien filings against the BorrowerBorrower or any of its assets; (iii) the Collateral constitutes Money, Cash, accounts (as defined in Section 9-102(a)(2) of the UCC), Instruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC), uncertificated securities (as defined in Section 8-102(a)(18) of the UCC)Uncertificated Securities, Certificated Securities or security entitlements Security Entitlements to financial assets Financial Assets resulting from the crediting of financial assets Financial Assets to a “securities account” (as defined in Section 8-501(a) of the UCC); (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) of the UCC; (v) this Agreement creates a valid, continuing and, upon Delivery of Collateral, filing of the financing statement statements referred to in clause (viii) below and execution of the Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally or general principles of equity, regardless of whether considered in a proceeding in equity or at law; (vi) the Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Agent of its interest and rights in such Collateral; (vii) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial applicable Covered Account; and (viii) with respect to the Collateral that constitutes accounts or general intangiblesintangibles (as defined in Section 9-102(a)(42) of the UCC), the Borrower has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing), which security interest may be perfected by the filing of a financing statement under Applicable Law.

Representations Relating to the Collateral. The Borrower hereby represents and warrants that: (i) it The Borrower owns and has legal and beneficial title to all Collateral Loans Receivables and other Collateral free and clear of any Lien, claim or encumbrance of any person, other than Permitted Liens;. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, on behalf of the Secured Parties, in the Collateral, which is enforceable in accordance with its terms under the Applicable Law, is prior to all other Liens and is enforceable as such against creditors of and purchasers from the Borrower subject to Permitted Liens. All filings (including such UCC and PPSA filings) as are necessary in any jurisdiction to perfect the interest of the Administrative Agent on behalf of the Secured Parties, in the Collateral have been made and are effective. (iii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iv) Other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement relating to the security interest granted to the Collateral Administrative Agent hereunder or that has been terminated; and the Borrower is not aware of any judgmentjudgment liens, PBGC liens or tax lien filings against the Borrower;. (iiiv) the The Collateral constitutes Money, Cashcash, accounts (as defined in Section 9-102(a)(2) of the UCC)accounts, Instrumentsinstruments, general intangibles (as defined in Section 9-102(a)(42) of the UCC)intangibles, uncertificated securities, certificated securities (as defined in Section 8-102(a)(18) of the UCC), Certificated Securities or security entitlements to financial assets resulting from the crediting of financial assets to a “securities account” (, or in each case, the proceeds thereof or supporting obligations related thereto, in each case, as such assets are defined in the UCC, as applicable. (vi) The U.S. Collection Account constitutes a “deposit account” under Section 89-501(a102(a)(29) of the UCC); UCC and the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (iv) all Covered Accounts constitute “securities accounts” under Section 8-501(a) within the meaning of the UCC;) with respect to the Canadian Collection Account and the U.S. Collection Account. (vvii) this This Agreement creates a valid, continuing and, upon Delivery of Collateral, the filing of the financing statement statements referred to in clause (viii) ix), and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement, perfected security interest (as defined in Section 1-201(37201(b)(35) of the UCC) in the Collateral in favor of the Collateral Administrative Agent, for the benefit and security of the Secured Parties, which security interest is prior to all other liens Liens (other than Permitted Liens), claims and encumbrances and is enforceable as such against creditors of and purchasers from the Borrower and no further action (other than the filing of the financing statements referred to in clause (ix) and execution of the Canadian Collection Account Control Agreement and the U.S. Collection Account Control Agreement), including any filing or recording of any document, is necessary in order to establish and perfect the first priority security interest of the Administrative Agent, for the benefit of the Secured Parties, in the Collateral as against any third party in any applicable jurisdiction, including any purchaser from, or creditor of, the Borrower;. (viviii) the The Borrower has received all consents and approvals required by the terms of the Related Documents in respect of such Collateral to the pledge hereunder to the Collateral Administrative Agent of its interest and rights in such Collateral;Collateral and such documents do not require either notice or consent to any Person for the enforcement or exercise of the rights and remedies of the Secured Parties following an Event of Default. (viiix) with respect to the Collateral that constitutes Security Entitlements, all such Collateral has been and will have been credited to the Custodial Account; and (viii) with With respect to Collateral that constitutes accounts or general intangiblesreferred to in clause (v) above over which a security interest may be perfected by the filing of a financing statement, the Borrower has authorized, caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in the Collateral granted to the Collateral Administrative Agent, for the benefit and security of the Secured Parties, hereunder (which the Borrower hereby agrees may be an “all assetassets” filing). (x) The sale of each Receivable by a Seller to the Borrower was, as of the related Purchase Date, permitted under all applicable documents governing the creation, sale or possession of such Receivable in effect at such time; and (xi) As of the related Purchase Date, each Receivable sold to the Borrower satisfied each of the criteria set forth in the definition of Collateral Receivable. (xii) Each Receivable listed as an “Collateral Receivable” or eligible Collateral on any Monthly Report, Notice of Borrowing, or other certificates delivered from time to time to the Administrative Agent or the other Secured Parties satisfies each of the criteria set forth in the definition of Collateral Receivable. (xiii) Upon the crediting of all Collateral that constitutes financial assets to the Canadian Collection Account or the U.S. Collection Account, as applicable, and the filing of the financing statements in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created and perfected in such manner under the PPSA or Article 9 of the UCC, as the case may be. (xiv) All original tangible executed copies of each Contract (if any) that constitute or evidence each Collateral Receivable included in the Borrowing Base has been or, subject to the delivery requirements contained herein and in the Backup Servicing Agreement, will be delivered to the Backup Servicer. (xv) Each Collateral Receivable was originated by a Seller or the Bank Partner pursuant to the Credit Guidelines and was sold to the Borrower by such Seller for a price at least equal to fair market value. (xvi) Borrower has furnished to the Agent true, correct and complete copies of the Bank Program Purchase and Sale Agreement and the Bank Program Agreement as of the First Amendment Closing Date. Each purchase under the Bank Program Purchase and Sale Agreement constitutes a sale enforceable against creditors of Bank Partner. The Bank Program Purchase and Sale Agreement constitutes the legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with their respective terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law the enforceability of creditors’ rights generally and to the effect of general principles of equity (whether in a proceeding at law or in equity.