Common use of Security Interest Clause in Contracts

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrowersuch Loan Party; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrowersuch Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and such Loan Party may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower such Loan Party has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; such Loan Party; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and "instruments," "security entitlements," "general intangibles," "accounts," "certificated securities," "uncertificated securities," "securities accounts," "deposit accounts," "supporting obligations" or "insurance" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower such Loan Party has complied with its obligations as set forth herein; under this Section 4.01(ii); (iii) with respect to Collateral that constitute Security Entitlements (a) "security entitlements": a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets credited to such Controlled Account as "financial assets" within the Accounts as Financial Assets, (b) meaning of the Borrower applicable UCC; b. such Loan Party has taken all steps necessary to enable cause the securities intermediary to identify in its records such Loan Party, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrowersuch Loan Party, as applicable, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a "securities account" under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than such Loan Party, as applicable, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute "securities accounts" or "deposit accounts" as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a "deposit account" as defined in the applicable UCC, such Loan Party, the Borrower Account Bank and the Servicer may cause cash Collateral Agent, on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower such deposit account without further consent of such Loan Party; (vi) such Loan Party owns and has good and marketable title to (or, with respect to its interests in assets securing any Loan Assets, a valid security interest in) the Collateral (other than with respect to the Controlled Accounts) free and clear of any Lien (other than Permitted Liens); the Borrower ) of any Person; (vii) such Loan Party has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the transfer and granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; Parties (after giving effect to any provisions of the Borrower UCC that render such requirement void); (viii) such Loan Party has taken all necessary steps to file or authorize caused 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 and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the security interest Granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. Such Loan Party has not authorized the filing of and is not aware of any financing statements against such Loan Party that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to such Loan Party under the applicable Purchase and Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. Such Loan Party is not aware of the filing of any judgment or Tax lien filings against such Loan Party; (x) all original executed copies of each underlying promissory note constituting notes that constitute or evidencing any Collateral Obligation have been orevidence each Loan Asset has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xi) [reserved]; (xii) none of the underlying promissory notes (if any) that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xiii) with respect to any Collateral that constitutes a Certificated Security, "certificated security," such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower such Loan Party of such Certificated Security, in each case certificated security; and (xiv) with respect to be held by any Collateral that constitutes an "uncertificated security," that such Loan Party shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) each of the Collateral is comprised Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien; and (xi) with respect to Collateral that constitutes a Certificated Security(1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated security has securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and, if and indorsed in registered form, has been specially Indorsed (within the meaning of the UCC) blank to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of prior to all other Liens (except for Permitted Liens); (ii) the UCCReceivables and Related Security constitute “instruments”, and is enforceable “general intangibles”, “tangible chattel paper” or “accounts” (each as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under defined in the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; UCC); (iii) with respect to any part of the Collateral that constitute Security Entitlements “security entitlements”: (aA) all of such Security Entitlements security entitlements have been credited to one of the Accounts and pursuant to the Securities Intermediary Account Control Agreement the securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (bB) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts and Securities Account Control Agreement the securities intermediary has agreed to identify in its records the Administrative Agent as the Person having a security interest in such entitlement; and (cC) the Accounts such security entitlements are not in the name of any Person other than the Borrower, subject to Borrower or the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any securities entitlements to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, that until the Collateral Administrative Agent delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower and the Servicer may cause cash in proceeds of the Accounts security entitlements to be invested or distributed in accordance with this Agreement; Permitted Investments; (iv) all Accounts constitute Securities Accounts; “securities accounts” as defined in the applicable UCC; (v) at all times the Borrower owns will own and has have good and marketable title to the Collateral Collateral, free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms ) of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of Person; (vi) all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion granted to the Administrative Agent, on behalf of the Collateral Secured Parties, under this Agreement in which the Receivables and in the other Collateral, to the extent that a security interest in such other Collateral may be perfected by filing financing statements pursuant to Article 9 the UCC; (vii) other than the security interest granted to the Administrative Agent, on behalf of the UCC as Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in effect in Delaware; 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 that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (viii) all original executed copies of each underlying promissory note constituting Mortgage Contract or evidencing any Collateral Obligation Non-Mortgage Contract that constitute or evidence each Receivable have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; ; (ix) the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the Mortgage Contract or Non-Mortgage Contract that constitutes or evidences each underlying promissory note evidencing a Collateral Obligation Receivable solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (x) none of the underlying promissory notes Mortgage Contracts or Non-Mortgage Contracts that constitute or evidence the Collateral Obligations Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; , and other than markings related to debt paid in full prior to the inclusion of such Receivable in the Collateral; (xi) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivecertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements ; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (bii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are Collection Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; the . The Borrower has not instructed consented to the Securities Intermediary account bank of the Collection Account to comply with the entitlement order orders of any Person other than the Collateral Agent; provided that, until for the Collateral Agent delivers benefit of the Secured Parties. (iii) the Collection Account constitutes a Notice of Exclusive Control (“deposit account” as defined in the applicable UCC; (iv) the Collection Account Control AgreementAgreement (assuming the due authorization, execution and delivery by the parties thereto other than the Borrower), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance together with this Agreement; all Accounts constitute Securities Accounts; , grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account; (v) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person and has taken all steps necessary to perfect its security interest against the Borrower has received all consents and approvals required applicable Obligors in the assets securing any Loan Assets; (vi) other than as expressly permitted by the terms of any Collateral Obligation to this Agreement and the transfer and granting of a security interest in the Collateral Obligations hereunder granted to the Collateral Agent, on behalf of the Secured Parties; , pursuant to this Agreement, the Borrower has taken all necessary steps to file not pledged, assigned, sold, granted a security interest in or authorize otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of all appropriate and is not aware of any financing statements in against the proper filing office in Borrower that include a description of collateral covering the appropriate jurisdictions under Applicable Law in order Collateral other than any financing statement (A) related to perfect the security interest in that portion granted to the Collateral Agent, on behalf of the Collateral in which a security interest may be perfected by filing Secured Parties, pursuant to Article 9 this Agreement, or (B) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the UCC as consummation of any transaction contemplated under (and in effect in Delaware; compliance with the conditions set forth in) Section 2.06. Other than Permitted Liens, the Borrower is not aware of any judgment or Tax lien filings against the Borrower; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Asset Register, subject to the delivery requirements contained herein and/or Section 18.3as applicable, will be delivered to that constitute or evidence each Loan Asset in the Collateral Custodian; the Borrower has receivedbeen, or subject to the delivery requirements contained herein herein, will receive, be delivered to the Custodian (with a written acknowledgment from copy to the Collateral Custodian that Agent) pursuant to the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; Custodial Agreement; (viii) none of the underlying promissory notes notes, Loan Asset Registers or security certificates that constitute or evidence any portion of the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (ix) with respect to any Collateral that constitutes a Certificated Security, such “certificated security,” all original executed copies of each security has certificate that constitute or evidence the certificated securities have been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) with a copy to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent), in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for Secured Parties and pursuant to the benefit of the Secured Parties; Custodial Agreement and in the case of an Uncertificated Securityeach such security certificate has been Indorsed, by an effective Indorsement, in blank; and (Ax) causing the Borrower has not delivered the original of any underlying promissory note or Loan Asset Register, as applicable, that constitutes or evidences a Loan Asset to any Person other than the Custodian (with a copy to the Collateral Custodian Agent) pursuant to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCustodial Agreement.

Security Interest. This Agreement creates (a) Each Fund shall at all times place and maintain all of its assets in the custody of the Custodian other than, solely with respect to Midas Magic and Midas Fund, any cash on deposit in a valid deposit account Midas Magic or Midas Fund, as the case may be, maintains with The Huntington National Bank ("Huntington") so long as (i) the assets in the applicable deposit account with Huntington consist solely of either (x) cash subscription proceeds received by the applicable Fund from its investors (the "Subscription Proceeds"), (y) cash deposited in such account by the Custodian which is to be used to promptly fund a redemption request which is made and continuing Lien on has not yet been funded (such amounts being hereinafter referred to as the "Redemption Funds") or (z) cash deposited in such account by the Custodian which is to be used promptly to fund fees owing to National Securities Clearing Corporation (the "NSCC Funds"); (ii) all Subscription Proceeds are immediately (but in any event not later than the second Business Day after which such Subscription Proceeds are received) sent to the applicable Fund's account maintained with the Custodian; (iii) no Redemption Funds are deposited in any such account prior to a redemption request having been made and not prior to one Business Day prior to the date such redemption will be honored and, to the extent such redemption request is rescinded or otherwise not being funded, such Redemption Funds are immediately returned to the applicable Fund's account maintained with the Custodian; (iv) no NSCC Funds are deposited into such account prior to one Business Day prior to the date the fees owing to National Securities Clearing Corporation to which such NSCC Funds relate are due; and (v) such assets not held in custody with State Street are held in accordance with, and in compliance with, the Investment Company Act (including any no-action letters thereunder). To secure the payment and performance of the Obligations, each Fund grants to State Street a first priority security interest in all cash and all securities and other financial assets at any time held for the account of such Fund by or through State Street, whether as Custodian or otherwise (collectively, the "Collateral"). If an Event of Default shall have occurred, State Street shall have the rights and remedies of a secured party under the Uniform Commercial Code of the Commonwealth of Massachusetts and other applicable law, including the right to apply the Collateral in favor consisting of available cash and to sell or otherwise dispose of the non-cash Collateral Agentto the extent necessary to obtain payment or reimbursement for an Obligation. State Street, on behalf as Custodian, may at any time decline to follow "Proper Instructions" under and as defined in the Custody Agreement to deliver out cash, securities or other financial assets if State Street determines in its reasonable discretion that, after giving effect to the Proper Instructions, the cash, securities or other financial assets remaining will not have sufficient value fully to secure the Obligations, whether contingent or otherwise. State Street's recourse to the Collateral of any Fund will not exceed the amount of the Secured PartiesObligations owing by such Fund. (b) Without limiting the foregoing provisions of this Section, which security interest each Fund hereby irrevocably appoints State Street as its attorney in fact, with full authority in the place and stead of such Fund and in the name of such Fund or otherwise, at any time and from time to time, in the sole and absolute discretion of State Street to identify and designate for purposes of this Agreement, certain Collateral in an amount set forth in this Section 2.7(b) as securities allocated specifically for Obligations relating to the Funding Loans by State Street on its custodial or other books and records in accordance with the internal processes and procedures of State Street. The assets so designated are herein referred to as "Memo Pledged Collateral". State Street is validly perfected authorized to designate Collateral as Memo Pledged Collateral daily such that for all Funds other than Midas Magic and Midas Fund, the aggregate Adjusted Market Value of the Memo Pledged Collateral is equal to Obligations relating to Funding Loans and with respect to Midas Fund and Midas Magic, the aggregate Adjusted Market Value of the Memo Pledged Collateral is equal to the Aggregate Draw-down Amounts for such Fund. Each Fund ratifies and confirms any designation so made by State Street. (c) The Memo Pledged Collateral will be Collateral also for all purposes of Section 2.7(a). If an Event of Default shall have occurred, State Street shall have the rights and remedies of a secured party under the Uniform Commercial Code of the Commonwealth of Massachusetts and other applicable law in respect of all of the Collateral, including the right to dispose of the Memo Pledged Collateral to the extent necessary to obtain payment for the obligations relating to the Funding Loans. State Street as Custodian may at any time decline to follow "Proper Instructions" under and as defined in the Custody Agreement to deliver out any Memo Pledged Collateral during the continuance of a Default or Event of Default or, if no Default or Event of Default is continuing, unless other securities of the Fund satisfactory to State Street are designated as replacement for the Memo Pledged Collateral under Section 2.7(b). (d) Each Fund hereby irrevocably authorizes State Street at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) describes the Collateral, and (b) provides any other information required by part 5 of Article 9 of the UCC, and is enforceable as such against creditors Uniform Commercial Code of and purchasers from the Borrower; the Collateral is comprised The Commonwealth of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and Massachusetts or such other categories of collateral under jurisdiction for the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name sufficiency or filing office acceptance of any Person other than the Borrowerfinancing statement or amendment, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)including whether such Fund is an organization, the Borrower type of organization and the Servicer may cause cash in the Accounts any organizational identification number issued to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title such Fund. Each Fund agrees to the Collateral free and clear of furnish any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation such information to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian State Street promptly upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveState Street's request.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This (a) The Security Agreement creates a valid and continuing Lien on (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland, Luxembourg, England and Wales and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. (b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; , or, with respect to the Leases, in favor of the Borrower has not instructed Parties or the Securities Intermediary to comply with the entitlement order Lessee thereunder. (c) The rights and obligations of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control each Owner Subsidiary and each Intermediate Lessee (as defined in lessor, as applicable) under the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts Leases to be invested or distributed in accordance which it is a party with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title respect to the Collateral Pool Aircraft are held free and clear of any Lien (Adverse Claim other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer sale and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Loans solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; and (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a valid deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control thereof and continuing Lien on the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the deposit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in favor this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) each of the Collateral is comprised Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC (and if constituting “tangible chattel paper”, the sole “secured party’s original” marked as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements shall have been credited delivered to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Collateral Custodian); (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Pledge Agreement and the REO Pledge Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement and the Pledge Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets and any tangible chattel paper, if applicable, in each case solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers or tangible chattel paper, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien, other than the Liens in favor of the Administrative Agent; and (xi) with respect to Collateral that constitutes a Certificated Security(1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated security has securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and, if and indorsed in registered form, has been specially Indorsed (within the meaning of the UCC) blank to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCCx) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name none of the Collateral Custodian upon original issue has been pledged or registration of transfer by the Borrower of such Certificated Security, in each case otherwise made subject to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivea Lien.

Security Interest. This (a) The Security Agreement creates a valid and continuing Lien on (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. (b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; , or, with respect to the Leases, in favor of the Borrower has not instructed Parties or the Securities Intermediary to comply with the entitlement order Lessee thereunder. (c) The rights and obligations of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control each Owner Subsidiary and each Intermediate Lessee (as defined in lessor, as applicable) under the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts Leases to be invested or distributed in accordance which it is a party with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title respect to the Collateral Pool Aircraft are held free and clear of any Lien (Adverse Claim other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“tangible chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, Investment Property and Proceeds and “uncertificated securities” or “securities accounts” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; under Section 4.1(m)); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower Seller has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the BorrowerSeller, subject to the Lien lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower Trustee. The Seller has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided that, that until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower Seller and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; Permitted Investments. (iv) all Accounts constitute Securities Accounts; “securities accounts” as defined in the Borrower applicable UCC; (v) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (vi) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer and granting Granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral AgentTrustee, on behalf of the Secured Parties; ; (vii) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Trustee, on behalf of the Collateral in which Secured Parties, under this Agreement; (viii) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, (B) relating to the closing of a Term Securitization contemplated by Section 2.20, or (C) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; Trustee; (x) other than in the Borrower case of Noteless Loans, with respect to Loans originated by the Originator which are sold by the Originator to the Seller, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, if any, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Trustee and, if in registered form, has been specially Indorsed (within indorsed to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower Seller of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by that the Collateral Custodian on behalf Seller of such uncertificated security has registered the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become Trustee as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This (i) To the extent this Agreement is not construed to evidence an absolute transfer of all right, title and interest in the Sale Portfolio from the Seller to the Purchaser, this Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoans, Security Entitlementsalong with the related Loan Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, Certificated Securities“certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under Section 4.1(bb). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or Tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Register, as applicable, that constitute or evidence each Loan have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loans, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loans solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller has caused the issuance of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security security. It is understood and agreed that the representations and warranties provided in this Section 4.1 shall survive (x) the Sale of the Sale Portfolio to the Purchaser and (By) causing and the grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Servicing Agreement by the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such registration breach shall give prompt written notice thereof to remain effectivethe other and to the Administrative Agent and each Lender Agent upon obtaining knowledge of such breach.

Security Interest. This Agreement creates The Assignment constitutes either (i) a valid transfer and continuing Lien on assignment to the Collateral in favor Trust of all right, title and interest of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCBank in and to such Receivables now existing and hereafter created, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to State of Delaware) of such Receivables, and such Receivables and any proceeds thereof will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien of any Person claiming through or under the Bank or any of its Affiliates except for (other than Permitted Liens)x) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Bank as holder of the Exchangeable Transferor Certificate and (z) the Bank's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account or any Series Account as provided in the Pooling and Servicing Agreement and any Supplement; or (ii) a transfer for security of such property to the Borrower has received all consents Trust, which is enforceable with respect to the existing Receivables of the Additional Accounts designated on Schedule 1 to the Assignment, the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof, upon the conveyance of such Receivables to the Trust, and approvals required which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated on Schedule 1 to the Assignment and the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof, upon such creation; and (iii) if the Assignment constitutes a transfer for security by the terms of any Collateral Obligation Bank to the transfer and granting Trust in such property, the conveyance in Section 3(a) of the Assignment is effective to assign to the Trust a first priority perfected security interest in all of the Collateral Obligations hereunder Bank's right, title and interest in the existing Receivables of the Additional Accounts designated on Schedule 1 to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements Assignment and in the proper filing office case of Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the appropriate jurisdictions under Applicable Law UCC as in order to perfect effect in the State of Delaware) thereof, upon such creation the Trust shall have a first priority perfected security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant such property (subject to Article 9 Section 9-306 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or), subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf except for Liens permitted under subsection 2.05(b) of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Pooling and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveServicing Agreement.

Security Interest. This Agreement creates will constitute a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral agreement under the applicable UCC Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and FUNDER’s right to realize the Purchased Amount, as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited and to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to FUNDER a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any Collateral Obligation time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the transfer “Secured Assets”). Merchant agrees to provide other security to FUNDER upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and granting such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral Obligations hereunder Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Collateral AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties; Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the Borrower has taken all necessary steps automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in that portion the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s)(s) each hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, and FUNDER may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of or the UCC Additional Collateral, as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveapplicable.

Security Interest. This Agreement creates a valid and continuing Lien on (a) As security for the Collateral payment in favor full of the Purchase Money Obligations, each Loan Party hereby pledges to the Collateral Agent, on behalf of the Secured Partiesits permitted successors and assigns, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Purchase Money Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder hereby grants to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orits successors and assigns, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Purchase Money Secured Parties; none , a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the underlying promissory notes that constitute assets and properties of such Loan Party described on Schedule II attached hereto and made a part hereof, as such Schedule II may be supplemented or evidence modified from time to time to describe additional assets and properties of such Loan Party granted to secure such Loan Party’s Purchase Money Obligations (collectively, the “Article 9 Collateral”), together with all books and records pertaining to the Article 9 Collateral, and, to the extent not otherwise included, all Proceeds and products of the Article 9 Collateral Obligations has any marks and all assets and property affixed or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than appurtenant thereto. (b) Each Loan Party hereby irrevocably authorizes the Collateral Agent on behalf of at any time and from time to time to file in the Secured Parties; proper jurisdictions any initial financing statements (including, if applicable, fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto and continuations thereof that constitutes a Certificated Security, such certificated security has been delivered to contain the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning information required by Article 9 of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name Uniform Commercial Code of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent applicable jurisdiction for the benefit filing of any financing statement or amendment, including (i) statements as to whether such Loan Party is an organization, the Secured Parties; type of organization and any organizational identification number issued to such Loan Party and (ii) in the case of an Uncertificated Securitya financing statement filed as a fixture filing, by (A) causing a sufficient description of the real property to which such Article 9 Collateral relates. Each Loan Party agrees to provide such information to the Collateral Custodian Agent promptly upon request. Each Loan Party also ratifies its authorization for the Collateral Agent to become file in any proper jurisdiction any initial financing statements or amendments thereto if filed prior to the registered owner date hereof. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Purchase Money Secured Party to, or in any way alter or modify, any obligation or liability of such uncertificated security and any Loan Party with respect to or arising out of the Article 9 Collateral (B) causing such registration to remain effectiveother than the duties expressly created hereunder).

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Conveyed Assets in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is Loans, along with the related Loan Files, are comprised of Instruments“instruments,” “securities entitlements,” “general intangibles” (including “payment intangibles”), Security Entitlements“tangible chattel paper,” “accounts,” “certificated securities,” “uncertificated securities,” “supporting obligations,” or “insurance” (each as defined in the applicable UCC), General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 3.01(v); (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Collateral applicable Conveyed Assets on each Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan, to the transfer conveyance thereof and the granting of a security interest in the Collateral Obligations hereunder Loans to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Conveyed Assets in which a security interest may be perfected by any filing pursuant of a UCC financing statement; provided that filings in respect of real property shall not be required; (vi) except as otherwise expressly permitted by the terms of this Agreement and the Loan Agreement and other than the security interest granted to Article 9 the Purchaser and the Collateral Agent, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Conveyed Assets. The Seller has not authorized the filing of and is not aware of any UCC as in effect in Delaware; financing statements against the Seller that include a description of collateral covering the Conveyed Assets other than any UCC financing statement (A) relating to the security interest granted to the Purchaser under this Agreement or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Register, as applicable, that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has receivedbeen, or subject to the delivery requirements contained herein in the Loan Agreement, will receive, a written acknowledgment from be delivered to the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; Agent; (viii) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (ix) with respect to Collateral any Conveyed Asset that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Purchaser of such Certificated Securitycertificated security; and (x) with respect to any Conveyed Asset that constitutes an “uncertificated security”, in each case the Seller has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as Subject to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)upon exclusions, the Borrower and the Servicer may cause cash in the Accounts to Subscribers will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of granted a security interest in the Collateral Obligations hereunder to assets of the Company including ownership of the Subsidiaries, and in the assets of the Subsidiaries, which security interest will be memorialized in a “Security Agreement,” a form of which is annexed hereto as Exhibit D. The Subsidiaries will guaranty the Company’s obligations under the Transaction Documents as defined in Section 5(c). Such guaranties will be memorialized in a “Subsidiary Guaranty”, the form of which is annexed hereto as Exhibit E. The holders, identified on Schedule 3 hereto (“Pledgors”), of the Company’s outstanding Common Stock (the “Pledged Stock”) will pledge the Pledged Stock as set forth on Schedule 3, as further security for the Company’s obligations. The pledge will be memorialized in a “Stock Pledge Agreement”, the form of which is annexed hereto as Exhibit F. The Company will acknowledge the appointment of a collateral agent (the “Collateral Agent, ”) to act on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing Subscribers as memorialized in a “Collateral Agent Agreement”, a form of all appropriate which is annexed hereto as Exhibit G. The Company, Subsidiaries and Pledgors will execute such other agreements, documents and financing statements reasonably requested by the Subscribers and Collateral Agent, which may be filed at the Company’s expense with the jurisdictions, states and counties designated by the Subscribers. The Company will also execute all such documents reasonably necessary in the proper filing office in opinion of the appropriate jurisdictions under Applicable Law in order Subscribers and Collateral Agent to perfect memorialize and further protect the security interest in that portion of the Collateral in described herein which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to prepared and filed at the Collateral Custodian; Company’s expense with the Borrower has receivedjurisdictions, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer states and filing offices designated by the Borrower of such Certificated Security, in each case to be held by the Subscribers and Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveAgent.

Security Interest. (i) This Agreement creates a valid valid, continuing and continuing Lien on enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, Trustee on behalf of the Secured Parties, Parties which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable is the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name lawful owner of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); ; (iv) the Borrower has received all consents and approvals required by the terms of any the Collateral Obligation to the transfer and granting grant of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Second Parties; ; (v) the Borrower has taken all necessary steps to file or authorize caused 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 that portion such Collateral granted to the Trustee on behalf of the Collateral in which Secured Parties under this Agreement; (vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing pursuant of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to Article 9 the security interest granted to the Trustee on behalf of the UCC as Secured Parties under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in effect the case of Pre-Positioned Loans (and subject to Sections 3.2(f), (4.1(u)(x), 5.3(a) and 7.10(a) in Delaware; the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note constituting Underlying Notes that constitute or evidencing evidence any Collateral Obligation Transferred Loans have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; Trustee; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; provided, however, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and (xi) none of the underlying promissory notes Underlying Notes that constitute or evidence the Collateral Obligations Transferred Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of Borrower and the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveAgent.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; . (vi) all Accounts (other than the Collateral Account) constitute Securities Accounts; “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York and the Collateral Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral 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 Collateral Custodian’s Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. (i) This Agreement creates a valid valid, continuing and continuing Lien on enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, Trustee on behalf of the Secured Parties, Parties which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable is the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name lawful owner of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); ; (iv) the Borrower has received all consents and approvals required by the terms of any the Collateral Obligation to the transfer and granting grant of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (v) the Borrower has taken all necessary steps to file or authorize caused 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 that portion such Collateral granted to the Trustee on behalf of the Collateral in which Secured Parties under this Agreement; (vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing pursuant of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to Article 9 the security interest granted to the Trustee on behalf of the UCC as Secured Parties under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in effect the case of Pre-Positioned Loans and Noteless Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in Delaware; the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note constituting Underlying Notes that constitute or evidencing evidence any Collateral Obligation Transferred Loans have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; Trustee; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation the Underlying Notes that constitute or evidence the Transferred Loans (other than Noteless Loans) solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan (that is not a Noteless Loan) to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and (xi) none of the underlying promissory notes Underlying Notes that constitute or evidence the Collateral Obligations any Transferred Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of Borrower and the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveAgent.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“accounts”, Uncertificated Securities“certificated securities”, Securities Accounts, Investment Property and Proceeds and “uncertificated securities” or “securities accounts” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent for the benefit of the Secured Parties; the Trustee. The Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided that, until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; Permitted Investments. (iv) all Accounts constitute Securities Accounts; ; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting Granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral AgentTrustee, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Trustee, on behalf of the Collateral in which Secured Parties, under this Agreement; (viii) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; 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 (A) relating to the security interest granted to the Borrower under the Sale Agreement, or (B) that has been terminated. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; Trustee; (x) other than in the case of Noteless Loans, with respect to Loans originated by the Originator which are sold by the Originator to the Borrower, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, if any, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Trustee and, if in registered form, has been specially Indorsed (within indorsed to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower seller of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by that the Collateral Custodian on behalf seller of such uncertificated security has registered the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become Trustee as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute constitutes Security Entitlements (a) all of such Security Entitlements have been credited to the Pledged Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Pledged Accounts as Financial AssetsAssets and that any cash credited to the Pledged Accounts shall be held in the related Deposit Account that forms part of such Pledged Account and which the Securities Intermediary has agreed shall be maintained as, “deposit accounts” as defined in Section 9-102 of the UCC, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Pledged Accounts and (c) the Pledged Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Services Provider to, cause cash in the Pledged Accounts to be invested or distributed in accordance with this Agreement; all Pledged Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; . (vi) all Accounts constitute Securities Accounts; “securities accounts” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian or Document Custodian (as applicable) 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 Collateral Custodian’s or the Document Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than Permitted Liens and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral except as permitted pursuant to this Agreement. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security and (BCollateral pursuant to Section 8-106(c) causing such registration to remain effectiveof the UCC.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or in Section 18.311.3, will be delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Agent that the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been and at such time are pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Document Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Securities Intermediary has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This To secure all of Merchant's present and future obligations to Company, its Third-Party Sender , and the ODFI (Company, its Third-Party Sender , and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Mer chant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement creates . Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup a valid nd to appropriate and continuing Lien apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control ther eof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in favor the deposit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties provided, however, notwithstanding the foregoing, with respect to any Asset to be funded with the proceeds of an Advance funded on a same-day basis pursuant to Section 2.3(a), the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This (i) In the event that the transfer by the Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement creates is effective to create in favor of the Issuer a valid and continuing Lien on security interest (as defined in the Collateral UCC) in favor all of the Collateral Agentright, on behalf title and interest of the Secured PartiesDepositor in, to and under such Conveyed Collateral, which security interest is validly perfected under Article 9 of the UCCand is prior to all other liens (other than Permitted Liens), and is enforceable as such against against, all creditors of and purchasers from the Borrower; the Depositor; (ii) Each Collateral Obligation transferred hereunder constitutes or is comprised of Instrumentsevidenced by a Financial Asset, an Instrument, a Certificated Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers or a Notice of Exclusive Control general intangible (as defined in the Account Control UCC); (iii) Upon the transfer by the Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Issuer will own such Conveyed Collateral free and clear of any Lien and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens); the Borrower ; (iv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral Obligation to the transfer and granting conveyance of a security interest in the such Conveyed Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower Depositor; (v) The Depositor has taken all necessary steps to file or authorize caused 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 that portion of such Conveyed Collateral granted to the Collateral in which Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Conveyed Collateral. The Depositor has not authorized the filing pursuant to Article 9 of, and is not aware of, any financing statements against the Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated. The Depositor is not aware of the UCC as in effect in Delaware; all original executed filing of any judgment, employee benefit or tax lien filings against it; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five Business Days after the related Transfer Date (with respect to the Additional Collateral Obligations), copies (or originals, if required by the definition of each underlying promissory note constituting or evidencing any Collateral Obligation “Required Loan Documents”) of the Required Loan Documents have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf and (viii) None of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes Underlying Notes that constitute or evidence the Conveyed Collateral Obligations has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Issuer or in blank by an effective Indorsement or has been registered in to the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveTrustee.

Security Interest. This (i) As described in Section 2.05 hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in favor of the Collateral AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Loans, which security interest is validly shall be a first priority perfected under Article 9 of the UCCsecurity interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the Collateral is comprised Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which UCC; (iii) the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited Seller owns and has, and upon the sale and transfer thereof by the Seller to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Buyer, the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has Buyer will have good and marketable title to the such Collateral Loans free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any the Collateral Obligation Loans to the transfer and granting sale of a security interest in the Collateral Obligations Loans hereunder to the Collateral Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured Parties; UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the Borrower transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has taken all necessary steps to file or authorize will obtain)); (v) the Seller has caused 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 that portion the Collateral Loans granted to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral in Loans. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated or for which a security interest may release or partial release has been or will be perfected by filing pursuant to Article 9 timely filed. The Seller is not aware of the UCC as in effect in Delaware; filing of any judgment or tax Lien filings against the Seller; (vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each underlying promissory note constituting that constitutes or evidencing any evidences the Collateral Obligation Loans have been or, subject to delivered in accordance with the delivery requirements contained herein and/or Section 18.3, will be delivered to Credit Agreement by the Collateral Custodian; Seller at the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf direction of the Collateral Agent for Buyer as required under the benefit of the Secured PartiesCredit Agreement; and (viii) none of the underlying promissory notes notes, if any, that constitute or evidence the any Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBuyer.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments"instruments", Security Entitlements"financial assets", General Intangibles"security entitlements", Certificated Securities"general intangibles", Uncertificated Securities"chattel paper", Securities Accounts"accounts", Investment Property "certificated securities", "uncertificated securities", "securities accounts", "deposit accounts", "supporting obligations" or "insurance" (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(cc). (aiii) all of such Security Entitlements have been credited to the Accounts Each Collection Account, Expense Reserve Account, Operating Account and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are Custody Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; . As of the Closing Date, all of the Accounts of the Borrower has not instructed are set forth on Schedule V hereto and are subject to an Account Control Agreement. (iv) Each of the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatCollection Account, until the Collateral Agent delivers Expense Reserve Account, Operating Account and Custody Account constitute a Notice of Exclusive Control ("securities account" or "deposit account", as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower Account Bank, the Calculation Agent, the Collateral Custodian, the Portfolio Asset Servicer and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; the , have entered into an Account Control Agreement with respect to each Collection Account, Expense Reserve Account, Operating Account and Custody Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized 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 and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents, subject this Agreement and the security interest granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none 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 (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related Participation Registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, "certificated security," such certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an "uncertificated security", in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and or (By) causing has caused the issuer of such registration uncertificated security to remain effectiveagree to comply with instructions of the Administrative Agent without further consent of the Borrower.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delawarethe District of Columbia; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of prior to all other Liens (except for Permitted Liens); (ii) the UCCReceivables and Related Security constitute “instruments”, and is enforceable “general intangibles”, “tangible chattel paper” or “accounts” (each as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under defined in the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; UCC); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower it has taken all steps necessary to enable cause the Collateral securities intermediary to identify in its records the Administrative Agent to obtain Control with respect to as the Accounts and Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the LLC Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the . The LLC Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, that until the Collateral Administrative Agent delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower Borrowers and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; Permitted Investments. (iv) all Accounts constitute Securities Accounts; “securities accounts” as defined in the Borrower applicable UCC; (v) it owns and has good and marketable title to the Collateral (including all Receivables added to the Collateral on the applicable Funding Date therefor) free and clear of any Lien (other than Permitted Liens); the Borrower ) of any Person; (vi) it has received all consents and approvals required by the terms of any Collateral Obligation Receivable to the transfer and granting of a security interest in the Collateral Obligations such Receivable hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of ; (vii) all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion granted to the Administrative Agent, on behalf of the Collateral Secured Parties, under this Agreement in which the Receivables and in the other Collateral, to the extent that a security interest in such other Collateral may be perfected by the filing of a financing statement; (viii) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement or as otherwise permitted in accordance with the Transaction Documents, it has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. It has not authorized the filing of and is not aware of any financing statements against itself that includes a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. It is not aware of the filing of any judgment or tax lien filings against itself; (ix) all original executed copies of each underlying promissory note constituting instrument that constitute or evidencing any Collateral Obligation have evidence each Receivable has been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower ; (x) it has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation instrument that constitutes or evidences each Receivable solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (xi) none of the underlying promissory notes Underlying Instruments that constitute or evidence the Collateral Obligations Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; , and other than markings related to debt paid in full prior to the inclusion of such Receivable in the Collateral; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower it of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by the Collateral Custodian on behalf of the Collateral Administrative Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become is registered as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesFronting Bank, which the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest is validly perfected under Article 9 in the Pledged Collateral, in each case to secure the punctual payment and performance of all the UCC, Obligations. The Borrower covenants and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral agrees that constitute Security Entitlements (ai) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Pledged Collateral consisting of the Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and the Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (cii) the Accounts are Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the name termination of any Person other than the Borrower, subject Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the Lien of Deposit Account and the Collateral Agent Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBorrower.

Security Interest. This Agreement creates (a) As security for timely performance of all obligations of MESC and the Cogen Subsidiary to SEI or SERI (and, if appropriate, SERI's Affiliates) under this Agreement, including (i) the reimbursement of all Development Costs, (ii) the repayment of all Cogen Development Advances made to MESC by SERI or an Affiliate of SERI, (iii) the payment of the Equity Option Fee and GE Turbine Costs payable hereunder and (iv) MESC's indemnification obligations hereunder, SERI and SEI shall be granted the Security Interests. SERI and SEI shall subordinate their respective Security Interests to the Cogen Project Financing by entering into a valid consent to such subordination (the "Cogen Lender Consent") in form and continuing Lien substance reasonably satisfactory to SERI, SEI, MESC and the Lender Representative. With respect to MESC's or the Cogen Subsidiary's indemnity obligations hereunder, the Security Interests shall secure only those indemnification claims asserted within two (2) years after the later of (i) the Closing Date, or (ii) the termination of Development Services. (b) Each of MESC and the Cogen Subsidiary, as the case may be, shall, on demand, (i) execute and deliver the Collateral in favor of Security Agreements and the Senior Debt Intercreditor and Subordination Agreements, (ii) use commercially reasonable efforts to cause the Senior Debt Intercreditor and Subordination Agreements to be executed and delivered by the Collateral Agent, on behalf the Taxable Bond Indenture Trustee, the Tax-Exempt Bond Indenture Trustee and all other necessary parties to effectuate the subordination of MESC's obligations (and, if created, the obligations of the Secured Parties, which security interest is validly perfected under Article 9 Cogen Subsidiary) to the holders of the UCCSenior Debt (and their respective successors and assigns) and the subordination of the liens and security interests held by such parties to the obligations described in, and is enforceable Security Interests granted to, SEI and SERI pursuant to this Agreement, and (iii) do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, agreements and assurances as such against creditors of SEI and purchasers SERI shall, from time to time, reasonably require for better assuring, conveying, assigning, transferring and confirming unto SEI and SERI the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property property and Proceeds and such other categories of collateral under the applicable UCC as rights to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited be mortgaged or assigned pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed Security Interests granted in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns terms hereof, or intended now or hereafter so to be, or that MESC and has good Cogen Subsidiary, as the case may be, may be or may hereafter become bound to convey, mortgage or assign to SEI and marketable title SERI pursuant to the Collateral free Security Agreements and clear the Senior Debt Intercreditor and Subordination Agreements, or for carrying out the intention or facilitating the performance of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivehereof.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, Investment Property “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(aa). (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are The Collection Account is not in the name of any Person other than the Borrower, subject to the Lien security interest of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers . (iv) The Collection Account constitutes either a Notice of Exclusive Control “deposit account” or a “securities account” (each as defined in the applicable UCC) as specified in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien . (other than Permitted Liens); the v) [Reserved]. (vi) The Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize authorized 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 and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents (including Permitted Liens), subject this Agreement and the security interest granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none 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 (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Secured Parties, as the registered owner of such uncertificated security. (xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower. (xii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. (xiii) Holdings has authorized 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 Pledged Equity. (xiv) Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (xv) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. (xvi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (xvii) below. (xvii) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties; and , or in blank by an effective Indorsement or has been registered in the case name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (xviii) If any portion of the Pledged Equity constitutes an Uncertificated Security“uncertificated security”, by (A) causing Holdings has caused the Collateral Custodian to become the registered owner issuer of such uncertificated security and (B) causing to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such registration to remain effectiveuncertificated security.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all Effective from and after the initial Closing, Cibus hereby grants and shall cause each of such Security Entitlements have been credited the entities listed on Exhibit B (collectively, the “Cibus Entities”) to grant to the Accounts Sellers, to secure the payment and performance in full of Cibus’ obligations under this Agreement, including the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetspayment of past and future Warrant Purchase Payments, (b) the Borrower has taken all steps necessary to enable a continuing security interest in the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Intellectual Property Security Agreement), wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, pursuant to and in accordance with the Borrower terms of the Intellectual Property Security Agreement. Subject to the terms and conditions of the Intellectual Property Security Agreement, Cibus represents, warrants, and covenants, for and on behalf of itself and each of the other Cibus Entities, that the security interest granted pursuant to the Intellectual Property Security Agreement shall at all times continue to be a senior security interest in the Collateral, subject only to Permitted Liens. (b) Subject to the terms and conditions of Section 5.4(c), following Cibus’ failure to make full and prompt payment of any Warrant Purchase Payment or portion thereof when due (such failure, a “Payment Breach”), the Sellers, acting solely and exclusively through the Seller Representative (acting as Collateral Agent under the Intellectual Property Security Agreement), shall be entitled to exercise all rights and remedies available under the Intellectual Property Security Agreement and this Agreement. (c) On behalf of itself and each of the Cibus Entities, Cibus hereby authorizes the Seller Representative, at the sole cost and expense of the Sellers, to file financing statements or take any other action required on behalf of the Sellers to perfect the Sellers’ security interests in the Collateral, with notice to the Cibus Entities, in all appropriate jurisdictions to perfect or protect the Sellers’ interest or rights under the Collateral, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement and the Servicer may Intellectual Property Security Agreement, by the Cibus Entities, or any other Person, shall be deemed to violate the rights of the Sellers under the Code. Cibus further agrees to procure, deliver or execute and deliver to the Seller Representative, and to cause cash each of the Cibus Entities to procure, deliver or execute and deliver to the Seller Representative from time to time as reasonably requested, all additional security agreements, instruments and documents, each in form and substance reasonably satisfactory to the Seller Representative, to perfect or protect the Sellers’ security interests in the Accounts to be invested or distributed Collateral in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted LiensSection 1.5(c); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoan Assets, Security Entitlementsalong with the related Loan Asset Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, Certificated Securities“certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(z). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Trustee, is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Obligations Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within to the meaning Trustee, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityTrustee, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Borrower of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller shall cause the issuer of an Uncertificated Securitysuch uncertificated security to register the Trustee, by (A) causing on behalf of the Collateral Custodian to become Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. (i) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower is fully paid and nonassessable. (ii) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Pledged Equity in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower Holdings; (iii) Holdings has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize caused 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 that portion the Pledged Equity; (iv) other than as expressly permitted by the terms of the Collateral in which a Transaction Documents, this Agreement and the security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; , pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens; (v) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with respect all the rights and powers related thereto, subject to Collateral the terms of this Agreement; (vi) The Pledged Equity shall not be represented by a certificate unless (i) the limited liability company agreement expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent; (vii) if any portion of the Pledged Equity constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Holdings of such Certificated Securitycertificated security; (viii) if any portion of the Pledged Equity constitutes an “uncertificated security”, in each case Holdings has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security security; and (ix) except as permitted pursuant to Section 5.08(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (Band the location of Holdings’ records regarding the Pledged Equity (other than those delivered to the Collateral Custodian pursuant to this Agreement)) causing such registration to remain effectiveis located at the address set forth under its name in Section 11.02.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Investment Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; . (vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian and the Document 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 Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) 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 under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments"instruments", Security Entitlements"security entitlements", General Intangibles"general intangibles", Certificated Securities"tangible chattel paper", Uncertificated Securities"accounts", Securities Accounts"certificated securities", Investment Property and Proceeds and "uncertificated securities" or "securities accounts" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.1(o); (iii) with respect to Collateral that constitute Security Entitlements "security entitlements": (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets credited to such Account as "financial assets" within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Collateral Agent to obtain Control with respect to Agent, for the Accounts and benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Account which is a "securities account" under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Collateral Manager and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that upon the delivery of a notice of exclusive control under the Securities Account Control Agreement by the Collateral Agent (acting at the direction of the Administrative Agent) following a Termination Event, the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent; provided that, until on behalf of the Collateral Agent delivers a Notice Secured Parties, including with respect to the investment of Exclusive Control cash in Permitted Investments. (iv) all Accounts constitute "securities accounts" as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; applicable UCC; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize caused 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 and that portion of the Collateral Loans in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (viii) other than the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; 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 that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Borrower is not aware of the filing of any judgment or tax lien filings (other than any Permitted Lien) against the Borrower; (ix) all original executed copies of each underlying promissory note constituting note, that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (x) other than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loans solely on behalf of the Collateral Obligations Agent, for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security; and (xiii) with respect to Collateral that constitutes an Uncertificated Security, in each case the Borrower has caused the issuer of such Uncertificated Security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and (B) causing such registration to remain effectiveUncertificated Security.

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing Lien on security interest (as defined in the Collateral UCC) in the Additional Accounts in favor of the Collateral AgentSecured Party, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured PartiesTrust, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsChase USA, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts and (c) designated hereby, the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the Collateral Obligations hereunder to the Collateral Agent, on behalf case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Parties; Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the Borrower UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has taken all necessary steps to file caused or authorize will have caused, within ten days, 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 that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject Receivables granted to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that Party hereunder. The Receivables constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed ("accounts" within the meaning of the applicable UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates (a) Borrower hereby grants a valid and continuing Lien on the Collateral perfected first priority security interest in favor of the Collateral AgentLender in each Controlled Account established by or for it hereunder and all financial assets and other property and sums at any time held, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCdeposited or invested therein, and is enforceable as such against creditors all security entitlements and investment property relating thereto, together with any interest or other earnings thereon, and all proceeds thereof, whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities (collectively, “Controlled Account Collateral”), together with all rights of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; a secured party with respect thereto to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to secure the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Loans (b) the Borrower has taken covenants and agrees: (i) to do all steps acts that may be reasonably necessary to enable maintain, preserve and protect the Controlled Account Collateral; (ii) to pay promptly when due all material taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting the Controlled Account Collateral; (iii) to appear in and defend any action or proceeding which may materially and adversely affect Borrower’s title to or Lender’s interest in the Controlled Account Collateral; (iv) following the creation of each Controlled Account established by or for Borrower and the initial funding thereof, other than to Lender pursuant to this Agreement or a Controlled Account Agreement, not to transfer, assign, sell, surrender, encumber, mortgage, hypothecate, or otherwise dispose of any of the Controlled Account Collateral Agent or rights or interests therein, and to obtain Control keep the Controlled Account Collateral free of all levies and security interests or other liens or charges except the security interest in favor of Lender granted hereunder; (v) to account fully for and promptly deliver to Lender, in the form received, all documents, chattel paper, instruments and agreements constituting the Controlled Account Collateral hereunder, endorsed to Lender or in blank, as requested by Lender, and accompanied by such powers as appropriate and until so delivered all such documents, instruments, agreements and proceeds shall be held by Borrower in trust for Lender, separate from all other property of Borrower; and (vi) from time to time upon request by Lender, to furnish such further assurances of Borrower’s title with respect to the Accounts and (c) Controlled Account Collateral, execute such written agreements, or do such other acts, all as may be reasonably necessary to effectuate the Accounts are not in the name purposes of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (this agreement or as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agentapplicable Law, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect or continue the first-priority lien and security interest of Lender in the Controlled Account Collateral. (c) All interest earned on any Controlled Account shall be retained in such Controlled Account. Borrower shall treat all interest earned on its Controlled Account as its income for federal income tax purposes. (d) Upon the failure of the Borrower to pay when due any sums due under the Xxxxxx & Xxxxxxx U.S. Bank Tower Lease Takeover Agreement, Lender may do any one or more of the following, and apply the proceeds thereof to pay any sums due under the Xxxxxx & Xxxxxxx U.S. Bank Tower Lease Takeover Agreement which are not paid when due and Lender’s costs and expenses in connection with the exercise of such rights: (i) without any advertisement or notice to or authorization from Borrower (all of which advertisements, notices and/or authorizations are hereby expressly waived), withdraw, sell or otherwise liquidate the funds deposited into any Controlled Account established by or for Borrower, and Borrower hereby consents to any such withdrawal and application as a commercially reasonable disposition of such funds and agrees that such withdrawal shall not result in satisfaction of the Loans; (ii) without any advertisement or notice to or authorization from Borrower (all of which advertisements, notices and/or authorizations are hereby expressly waived), notify any account debtor on any Controlled Account Collateral pledged by Borrower pursuant hereto to make payment directly to Lender; (iii) foreclose upon all or any portion of the Controlled Account Collateral pledged by Borrower or otherwise enforce Lender’s security interest in that any manner permitted by applicable Law or provided for in this Agreement; (iv) sell or otherwise dispose of all or any portion of the Controlled Account Collateral pledged by Borrower at one or more public or private sales, whether or not such Controlled Account Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in which a security interest such manner as Lender may be perfected determine; (v) recover from Borrower all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or paid by filing pursuant Lender in exercising any right, power or remedy provided by this subsection (v); and (vi) exercise any other right or remedy available to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Lender under applicable Law or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveequity.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Assets in favor of the Collateral Agent, on behalf of the Secured PartiesBuyer, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements Seller; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (bii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or “accounts” (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (each as defined in the Account Control Agreementapplicable UCC); (iii) Fair, the Borrower Xxxxxxx and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns Xxxxxx collectively own and has have good and marketable title to the Collateral Sale Assets free and clear of any Lien of any Person (other than Permitted Liensthe Liens created by this Agreement); ; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Receivable, if any, to the transfer sale and granting of a security interest in the Collateral Obligations Sale Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of Buyer; (v) all appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership or security interest in the Receivables and in the other Sale Assets, to the extent that portion of the Collateral in which ownership or a security interest in such other Sale Assets may be perfected by the filing pursuant of a financing statement; (vi) other than the security interest granted to Article 9 the Buyer, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Sale Assets. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a collateral description covering the Sale Assets other than any financing statement (A) relating to the ownership of or security interest granted to the Buyer under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Buyer on or prior to the Closing Date. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting instrument that constitutes or evidencing any Collateral Obligation evidences each Receivable have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has receivedBuyer, or subject and copies thereof have been delivered to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured PartiesServicer; and (viii) none of the underlying promissory notes Underlying Instruments that constitute or evidence the Collateral Obligations Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBuyer.

Security Interest. This Agreement creates a valid To secure payment of all Advances which Secured Party may elect to make pursuant hereto from time to time and continuing Lien on the Collateral in favor all other obligations of the Collateral AgentDebtors owing hereunder, on behalf of the Debtors hereby grants to Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Party a security interest in the following described collateral (all herein collectively called “Collateral”): all present and future Inventory and all chattel paper, documents, certificates of title, certificates of origin, general intangibles, instruments, accounts and contract rights now existing or hereafter arising with respect thereto, and all cash and non-cash proceeds of any of the foregoing. Debtors agree that at any time and from time to time, upon the request of Secured Party, Debtors will promptly (i) deliver to Secured Party all Collateral Obligations hereunder other than Inventory, (ii) xxxx all chattel paper, documents and instruments and Debtors’ books of account, ledger cards and other records relative to the Collateral Agentwith a notation satisfactory to Secured Party disclosing that they are subject to Secured Party’s security interest, on behalf of the (iii) execute and deliver to Secured Parties; the Borrower has taken all necessary steps Party such instruments, statements and agreements as Secured Party may request to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect evidence further each Advance and the security interests granted hereunder, provided, however, a Debtor’s failure to comply with such request shall not affect or limit Secured Party’s security interest or other rights in that portion of and to the Collateral, and (iv) permit Secured Party or its representatives to examine the Collateral in which a security interest and Debtors’ books and records and Debtors agree to pay to Secured Party the greater of Secured Party’s standard fee or actual costs relating to such examinations immediately upon receipt of Secured Party’s invoice therefore. Debtors agrees that Secured Party may be perfected by filing pursuant directly collect any amount owed to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered Debtors with respect to the Collateral Custodian; (hereafter referred to as an “Account”) and credit Debtors with all sums received by Secured Party. Debtors agree that Secured Party may from time to time at its discretion contact any account debtor to confirm and verify the Borrower has receivedterms of sale, or subject payments made on an Account, and any modifications claimed to be made by the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Debtors with such account debtor. Debtors agree that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf Secured Party may at any time notify an account debtor of the Collateral Agent for assignment of said Account and revoke the benefit authority of the Secured Parties; none of undersigned to collect the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of same and should the Secured Parties; Party at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a Debtor to apply to an Account, Secured Party is irrevocably appointed attorney-in-fact for each such Debtor to endorse each such instrument with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by Debtor and collect the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesame.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoan Assets, Security Entitlementsalong with the related Loan Asset Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, Certificated Securities“certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(z). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral Sale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest of the Purchaser in that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Trustee, is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Obligations Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within to the meaning Trustee, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityTrustee, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller shall cause the issuer of an Uncertificated Securitysuch uncertificated security to register the Trustee, by (A) causing on behalf of the Collateral Custodian to become Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Accounts Collection Account as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are Collection Account is not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts Collection Account to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Contributed Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesContributee, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers Contributees from the Borrower; Contributor; (ii) the Collateral is comprised Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC) or the proceeds of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and the foregoing or real property or such other categories category of collateral under the applicable UCC as to which the Borrower Contributor has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(aa). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Contributor owns and has good and marketable title to (or with respect to assets securing any Loan Assets as of the Collateral relevant Cut-Off Date, a valid security interest in) the Contributed Portfolio Contributed by it to the Contributee hereunder on such Contribution Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Contributor has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Contribution thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Contributee; (v) the Secured Parties; the Borrower Contributor has taken all necessary steps to file or authorize caused 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 that portion of the Collateral Contributed Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Contributee; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Contributee and the Collateral Agent, on behalf of the UCC as Secured Parties, the Contributor has not pledged, assigned, sold, transferred, granted a security interest in effect in Delaware; or otherwise conveyed any of the Contributed Portfolio. The Contributor has not authorized the filing of and is not aware of any financing statements against the Contributor that include a description of collateral covering the Contributed Portfolio other than any financing statement (A) relating to the security interest granted to the Contributee under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement, or (C) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Contributor is not aware of the filing of any judgment or tax lien filings against the Contributor; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Contributor has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties, provided that the acknowledgment of the Collateral Custodian set forth in Section 13.11 of the Loan and Servicing Agreement may serve as such acknowledgment; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Contributed Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been has, or subject to the delivery requirements herein will be, delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Contributee of such certificated security; and in and (xi) with respect to any Contributed Portfolio that constitutes an “uncertificated security”, that the case Contributor shall cause the issuer of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCCx) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name none of the Collateral Custodian upon original issue has been pledged or registration of transfer by the Borrower of such Certificated Security, in each case otherwise made subject to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivea Lien.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. [Investcorp] Loan and Security Agreement (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; all Accounts constitute Securities Accounts; [Investcorp] Loan and Security Agreement (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral 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 Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) 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 under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; [Investcorp] Loan and Security Agreement (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. This Agreement creates To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of in all Buyer’s rights in the UCCfollowing (collectively, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements “Collateral”): (a) all the pre-engineered and pre-manufactured steel building(s) or structure(s) and components thereof that are the subject of such Security Entitlements have been credited to this Contract (the Accounts “Building(s)”), which in the case of: (i) trussless pre- engineered steel buildings are comprised of arches, endwalls, base plates and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsconnectors, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; and (ii) pre-engineered steel buildings with trusses are comprised of arches, endwalls, base plates and connectors, interior structural components and related hardware, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Borrower has taken all steps necessary to enable Building(s) to, or installing the Collateral Agent to obtain Control with respect to the Accounts Building(s) for, third parties, and (c) all other proceeds of the Accounts are not foregoing. Upon any default in the name payment or performance of any Person other than such obligations, Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the Borrower, subject remedies of a secured party as provided by law. Seller is hereby authorized to the Lien of file financing statements covering the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary and such other documents as may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested perfect or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of maintain a security interest in the Collateral Obligations hereunder to in any jurisdiction where the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the establish and maintain a valid and perfected security interest in that portion of the Collateral in which wherever located. Buyer hereby authorizes Seller to take such acts and to execute such documents Seller’s and/or Buyer’s name as may be necessary for Seller to create, perfect or maintain a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCollateral.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Transferor; (ii) the Collateral is Loan Assets, along with the related Loan Files, are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and "instruments," "security entitlements," "general intangibles," "accounts," "certificated securities," "uncertificated securities," "securities accounts," "deposit accounts," "supporting obligations" or "insurance" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower Transferor has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(s); (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Transferor owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Transferor has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Transferor has taken all necessary steps to file or authorize caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Sale Portfolio and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing pursuant granted to Article 9 the Purchaser under this Agreement; (vi) other than as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and the security interest granted to the Purchaser and the Administrative Agent, on behalf of the UCC as Secured Parties, the Transferor has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Sale Portfolio. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the related Purchase Date. The Transferor is not aware of the filing of any judgment or Tax lien filings against the Transferor; (vii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loans, the Transferor has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Administrative Agent, is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loan Assets solely on behalf of and for the Administrative Agent, for the benefit of the Secured Parties; (ix) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security, "certificated security," such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Purchaser of such Certificated Securitycertificated security; and (xi) with respect to any Sale Portfolio that constitutes an "uncertificated security", in each case that the Transferor shall cause the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates a valid and continuing Lien on (i) It shall ensure that at all times as required hereunder the Lenders, the Collateral Agent and the Brazilian Collateral Agent, as applicable, have a first priority perfected security interest in favor the Collateral pledged to them pursuant to this Agreement and/or the Security Agreements (it being understood that the security interest under the Mortgages and the Agricultural and Mercantile Pledge Agreement shall only become a duly perfected first priority security interest upon registration of such Mortgages and Agricultural and Mercantile Pledge Agreement as required hereunder and thereunder and that the security interest in the Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida will be second priority security interests until no later than December 31, 2015 and then at all times thereafter will be first priority security interests, it being agreed that if the Borrower evidences to the satisfaction of the Administrative Agent and the Required Lenders that the Borrower took, in a timely manner, all measures necessary to ensure the conversion of the second priority security interests in the Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida into first priority security interests no later than December 31, 2015, but that such deadline could not be complied with solely as a result of delays attributable exclusively to the respective Real Estate Registry (Cartório de Registro de Imóveis), as also evidenced to the satisfaction of the Administrative Agent and the Required Lenders, then the Administrative Agent and such Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such deadline for such conversion); (ii) it shall (and shall cause Agropecuária to) give, execute, deliver, file, and/or record, any financing statement, notice, instrument, document, agreement or other papers as may be necessary in the judgment of the Collateral Agent or the Brazilian Collateral Agent, on behalf as the case may be to create, perfect, or validate any portion of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited interests granted pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary Security Agreements and/or hereunder or to enable the Collateral Agent to obtain Control with respect to and/or the Accounts and (c) Brazilian Collateral Agent, as the Accounts are not in the name of any Person other than the Borrowercase may be, subject to the Lien of the Collateral Agent for the benefit of the Secured PartiesLenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Brazilian Collateral Agent to each file financing statements and amendments thereto relative to all or any part of the Collateral without its signature to the fullest extent permitted by applicable law; (iii) the Borrower has not instructed shall ensure that copies of the Securities Intermediary Shipping Documents for each Export Receivable are promptly delivered to the Brazilian Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the Off-take Contracts to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of such assignments to the Collateral Agent; (v) the Borrower will, no later than forty (40) days after its execution, but in no event later than December 31, 2015 (or any earlier date as may be necessary to comply with the entitlement order requirements of any Person other than Section 5(l)(i) below), deliver to the Brazilian Collateral Agent evidence satisfactory to the Brazilian Collateral Agent that the Agricultural and Mercantile Pledge Agreement has been executed by all parties thereto and duly registered at the appropriate registry office(s), together with the initial report issued by the Collateral Agent; provided that, until the Collateral Monitoring Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title pursuant to the Collateral free Monitoring Agreement in respect to the sugar cane pledged thereunder in form and clear of any Lien substance as described in such Collateral Monitoring Agreement (other than Permitted Liens); it being agreed that if the Borrower has received all consents and approvals required by the terms of any Collateral Obligation evidences to the transfer satisfaction of the Administrative Agent and granting the Required Lenders that the Borrower took, in a timely manner, all measures necessary to ensure the due registration at the appropriate registry office of the Agricultural and Mercantile Pledge Agreement no later than December 31, 2015, but that such deadline could not be complied with solely as a security interest in the Collateral Obligations hereunder result of delays attributable exclusively to the Collateral Agentrespective registry office, on behalf as also evidenced to the satisfaction of the Secured Parties; Administrative Agent and the Required Lenders, then the Administrative Agent and such Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such deadline for such registration), and (vi) the Borrower has taken all necessary steps will, by no later than December 31, 2015, deliver to file or authorize the filing of all appropriate financing statements in Brazilian Collateral Agent a new appraisal issued no earlier than ninety (90) days prior to such date by an appraiser acceptable to the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion Brazilian Collateral Agent of the Collateral in which Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida and indicating a security interest may be perfected by filing pursuant to Article 9 market value at such time of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveat least R$45 million.

Security Interest. (i) This Agreement creates a valid valid, continuing and continuing Lien on enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Deal Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised Transferred Loans (other than Transferred Loans denominated in an Alternative Currency), along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable is the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name lawful owner of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); ; (iv) the Borrower has received all consents and approvals required by the terms of any the Collateral Obligation to the transfer and granting grant of a security interest in the Collateral Obligations hereunder to the Collateral Deal Agent, on behalf of the Secured Parties; ; (v) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements and other filings in the proper filing office and taken all other actions, in the appropriate jurisdictions under Applicable Law in order to (a) with respect to a Transferred Loan denominated in Dollars, perfect the security interest in that portion such Collateral granted to the Deal Agent, on behalf of the Secured Parties under this Agreement and (b) with respect to a Transferred Loan denominated in an Alternative Currency, grant a valid and effective security interest in such Collateral in which (subject to any filing, registration or notarization (including registration of a debenture necessary to perfect such security interest and make such security interest enforceable)) to the Deal Agent, on behalf of the Secured Parties under this Agreement; (vi) other than the security interest granted to the Deal Agent, on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing pursuant of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to Article 9 the security interest granted to the Deal Agent, on behalf of the UCC as Secured Parties under this Agreement, or (B) that has been terminated; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in effect the case of Pre-Positioned Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in Delaware; the case of Pre-Positioned Loans) and Noteless Loans, all original executed copies of each underlying promissory note constituting Underlying Notes that constitute or evidencing evidence any Collateral Obligation Transferred Loans have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; ; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none provided, however, that, notwithstanding the foregoing, (1) with respect to any Pre-Positioned Loan to be funded with the proceeds of an Advance, Swingline Advance or Alternative Currency Swingline Advance, the Borrower shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the underlying promissory notes Underlying Note and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the Underlying Note that constitute or evidence the Loans included in the Collateral Obligations solely on behalf of the Deal Agent, as agent for the Secured Parties and (2) with respect to any Noteless Loan to be funded with the proceeds of an Advance, Swingline Advance or Alternative Currency Swingline Advance, the Borrower shall have received written acknowledgment from the Collateral Custodian that the Collateral Custodian has received a copy of the Loan Register for such Loan; and (xi) none of the Underlying Notes or Loan Registers that constitute or evidence the Transferred Loans has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of Borrower and the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveDeal Agent.

Security Interest. This Agreement creates (a) As security for the payment and performance of the Obligations, Pledgor hereby pledges to Secured Party, and hereby grants to Secured Party a valid security interest in, all of Pledgor’s right, title and continuing Lien on interest in, to and under (i) the Collateral Pledged Equity Parts; (ii) the Pledged Shares; and (iii) any additional capital contributions hereafter subscribed by the Pledgor in the capital of the any of the Issuers, either to be represented by the Pledged Equity Parts or Pledged Shares or by any other equity parts or shares of the capital stock of any Issuer issued in favor of Pledgor, (iv) and all the Collateral Agent, on behalf capital stock or equity interests of an entity (the Secured Parties, which security interest is validly perfected under Article 9 of “Exchanged Shares”) exchanged for the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; Pledged Equity Parts or Pledged Shares with respect to Collateral that constitute Security Entitlements a bona fide corporate restructuring or reorganization of the Companies following the date hereof (a) all of such Security Entitlements have been credited the “Reorganization”). In the event additional capital contributions are made by the Pledgor or a Reorganization occurs, Pledgor must deliver an addendum to this Pledge Agreement to incorporate to the Accounts pledge hereunder such additional capital contributions or Exchanged Shares and must further deliver certified copies of the Securities Intermediary has agreed applicable notations evidencing such pledge in the Stock Ledger or Partners Registry Book of the corresponding Issuer or other entity, as applicable, as well as the stock certificate duly endorsed in favor of Secured Party reflecting such additional capital contribution or Exchanged Shares, as the case may be. The parties acknowledge that the Pledged Collateral must at all times represent the entire capital stock of each and every one of the Issuers or the entire Exchanged Shares, as applicable. The rights and goods described in (i), (ii), (iii) and (iv) shall be hereinafter referred to treat all assets credited to as the Accounts as Financial Assets, “Pledged Collateral”. (b) Pursuant to article 334, section II of the Borrower has taken all steps necessary Credit Operations Law, in order to enable create the Collateral Agent pledge over the Pledged Shares, Pledgor promptly will deliver within five (5) days of the Closing to obtain Control with respect to Secured Party the Accounts and aggregate stock certificates of the Pledged Shares duly endorsed in guaranty in favor of Secured Party, as well as a certified copy of the notation in the Stock Ledger of the Issuer of the Pledged Shares whereby the creation of this pledge over the Pledged Shares is evidenced. (c) the Accounts are not in the name of any Person other than the BorrowerLikewise, subject pursuant to the Lien article 334, section III of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatCredit Operations Law, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect create the security interest in that portion pledge over the Pledged Equity Parts, Pledgor hereby delivers to Secured Party a certified copy of the Collateral notation in which a security interest may be perfected by filing pursuant to Article 9 the Partners Registry Book of each of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orIssuers (except WFI Services de México, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf S.A. de C.V.) of the Collateral Agent for creation of this pledge over the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer Pledged Equity Parts issued by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivecorresponding Issuer.

Security Interest. This (i) this Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens (other than Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; , except as may be limited by Insolvency Laws or by equitable principles relating to enforceability; (ii) 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. (iii) the Collateral is comprised of Instruments"instruments", Security Entitlements"general intangibles", General Intangibles"certificated securities", Certificated Securities"security entitlements", Uncertificated Securities"uncertificated securities", Securities Accounts"deposit accounts", Investment Property "securities accounts", "investment property" and Proceeds "proceeds" (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; . (vi) each Account constitutes a "securities account" as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower's jurisdiction of organization; (x) upon the delivery to the Collateral 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 Collateral Custodian's Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, 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 any collateral included in the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof or reflecting the Liens granted hereunder. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, "certificated security," such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by the Borrower has caused the Administrative Agent to gain "control" of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and (Axvi) causing the Borrower represents and warrants that the full legal and beneficial title to the Collateral Custodian to become has been secured in favor of the registered owner of such uncertificated security and (B) causing such registration to remain effectiveAdministrative Agent, as agent for the Secured Parties.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Administrative Agent for the benefit of the Secured Parties; the and Permitted Liens. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; . (vi) all Accounts constitute Securities Accounts; “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York or a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies the Borrower’s jurisdiction of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to organization; (x) upon the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee Document Agent (as applicable) 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 Collateral Custodian’s or the Document Agent’s Corporate Trust Office is holding each underlying promissory note evidencing located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral Obligation solely in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than Xxxxx described in clause (f) of “Permitted Liens” and the security interest granted to the Administrative Agent, on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under each of the Sale Agreements, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof; (xii) [reserved]; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing Lien on security interest (as defined in the Collateral UCC) in the Additional Accounts in favor of the Collateral AgentSecured Party, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured PartiesTrust, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsChase USA, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts and (c) designated hereby, the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the Collateral Obligations hereunder to the Collateral Agent, on behalf case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Parties; Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the Borrower UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has taken all necessary steps to file caused or authorize will have caused, within ten days, 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 that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject Receivables granted to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that Party hereunder. The Receivables constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed ("accounts" within the meaning of the applicable UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoan Assets, Security Entitlementsalong with the related Loan Asset Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(z). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser and the Collateral Agent, on behalf of the UCC as Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller shall cause the issuer of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and [FS Investment] Loan and Security Agreement (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; . (vi) all Accounts (other than the Collateral Account) constitute Securities Accounts; “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York and the Collateral Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delawarethe Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral 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 Collateral Custodian’s Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; [FS Investment] Loan and Security Agreement (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) each of the Collateral is comprised Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien; and (xi) with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (1) any Asset comprising “financial assets” within the meaning of the UCC) , such Assets have been delivered to the Collateral Custodian or and are being held in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.a

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“tangible chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, Investment Property and Proceeds and “uncertificated securities” or “securities accounts” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent for the benefit of the Secured Parties; the Trustee. The Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided thatprovided, that until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; Permitted Investments. (iv) all Accounts constitute Securities Accounts; “securities accounts” as defined in the applicable UCC; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting Granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral AgentTrustee, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize caused 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 that portion the Collateral Granted to the Trustee, on behalf of the Collateral in which Secured Parties, under this Agreement; (viii) other than the security interest Granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; 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 (A) relating to the security interest granted to the Borrower under the Sale Agreement or (B) that has been terminated. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; Trustee; (x) other than in the case of Noteless Loans, with respect to Loans originated by the Originator which are sold by the Originator to the Borrower, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, if any, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Trustee and, if in registered form, has been specially Indorsed (within to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by that the Collateral Custodian Borrower of such uncertificated security has registered the Trustee, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. This Agreement creates a valid (a) To secure the payment, observance and continuing Lien on performance of the Collateral Obligations, each Obligor hereby restates and confirms the mortgages, pledges, assignments and grants of Liens and security interests made by such Obligor in favor of the Administrative Agent and the Lenders pursuant to the Security Documents and agrees that such mortgages, pledges, assignments, Liens and security interests will constitute continuing security interests in and Liens on the Collateral, including without limitation, all Collateral Agentacquired by the Obligors after the Petition Date, on behalf in favor of the Secured Parties, which security interest is validly perfected under Article 9 Administrative Agent for the ratable benefit of the UCCLenders, as security for the Obligations. Such Liens and security interests will constitute valid, perfected and enforceable security interests in and Liens on the Collateral and all proceeds, products, substitutions and replacements thereof, subject, however, to the first priority security interests of the Senior Lender under the Senior Exit Facility Documents and other Permitted Liens. Notwithstanding the foregoing, it is acknowledged and agreed that neither Automotive Safety Components International, S.A. de C.V. nor Automotive Safety Components International s.r.o (during any time it is an Obligor) has entered into, and is enforceable as such against creditors neither of and purchasers from them will enter into, any mortgages, pledges, assignments or other grants of Liens or security interests in favor of the Borrower; Administrative Agent or the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Lenders. (b) The security interests in and Liens on the Borrower has taken Collateral securing the Obligations will be senior in rank and priority to all steps other Liens on and security interests in the Collateral, except for any other valid, perfected and enforceable security interests and Liens (i) in favor of the Senior Lender, or (ii) arising after the Closing Date that are expressly permitted under the Senior Exit Facility Documents or the Plan of Reorganization. No Liens or security interests in the Collateral securing the Obligations, and no claim of the Administrative Agent or any Lender hereunder in respect of the Obligations, will be subject to subordination to any other Lien or security interest or claim or to surcharge, whether by operation of law or otherwise; provided that the claims and security interests of the Administrative Agent and the Lenders hereunder in respect of the Obligations will be subordinated to the claims and security interests of the Senior Lender as provided herein, in the Senior Exit Facility Documents and in the Intercreditor Agreement. (c) Each Obligor will, at its sole cost and expense, take all actions that may be necessary or desirable, or that the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Liens on and security interests in the Collateral in conformity with the requirements of this Article 7, or to enable the Collateral Administrative Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in Lenders to exercise or enforce their rights hereunder and under the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns Security Documents, including executing and has good delivering financing statements, pledges, designations, hypothecations, notices and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, assignments in each case in form and substance satisfactory to be held by the Collateral Custodian on behalf of Administrative Agent relating to the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Securitycreation, by (A) causing the Collateral Custodian to become the registered owner validity, perfection, maintenance or continuation of such uncertificated Liens and security and (B) causing such registration to remain effectiveinterests under the Uniform Commercial Code or other applicable law.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates will constitute a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral agreement under the applicable UCC Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and FUNDER’s right to realize the Purchased Amount, as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited and to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to FUNDER a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any Collateral Obligation time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the transfer “Secured Assets”). Merchant agrees to provide other security to FUNDER upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and granting such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral Obligations hereunder Secured Assets. Initial: _________ With respect to such security interests and liens, FUNDER will have all rights afforded under the Collateral AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties; Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the Borrower has taken all necessary steps automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in that portion the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s)(s) each hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, and FUNDER may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of or the UCC Additional Collateral, as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveapplicable.

Security Interest. This Agreement (a) The Mortgage creates a valid and continuing Lien on (upon the Collateral taking of the actions required hereby or thereby) perfected security interest in favor of the Security Trustees in the Collateral Agent(other than, on behalf as of the Effective Date until (i) with respect to the Required Pool Aircraft and any Aircraft Assets related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a)) as security for the Secured PartiesObligations, which subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest is validly perfected under Article 9 the laws of the UCCUnited States or Ireland have been (or in the case of future Collateral will be) duly taken (it being understood and agreed that, with respect to each applicable Aircraft Asset, only the Express Perfection Requirements shall apply), enforceable against the applicable Borrower Parties and is enforceable as such against creditors of and purchasers from such Borrower Parties. Schedule 3.06 hereto lists, (i) to the Borrower; knowledge of the Parent Borrower after due inquiry, all Permitted Liens described in clause (e) or (j) of the definition of Permitted Liens on the Collateral is comprised existing as of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property the Effective Date and Proceeds and such other categories (ii) all Permitted Liens described in clause (n) of collateral under the applicable UCC definition of Permitted Liens on the Collateral existing as to of the Effective Date of which a responsible officer of the Parent Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, received written notice. (b) Each Control Agreement creates a perfected security interest in the applicable Blocked Account and all cash held in such Blocked Account from time to time, free and clear of any Adverse Claim, in favor of the Security Trustee, for the benefit of the Secured Parties enforceable against the applicable Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Party and creditors of and purchasers from such Borrower Party. (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien None of the Collateral Agent has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed against any Borrower Party other than UCC financing statements which have been terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated or that have been made in connection with Permitted Liens, the Mortgage or any other security document in favor of the Security Trustee, for the benefit of the Secured Parties; , or, with respect to the Leases, in favor of the Borrower has not instructed Parties or the Securities Intermediary to comply with the entitlement order Lessee thereunder. (d) The rights and obligations of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control each Borrower Party (as defined in lessor) under the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts Leases to be invested or distributed in accordance which it is a party with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title respect to the Collateral Pool Aircraft are held free and clear of any Lien (Adverse Claim other than Permitted Liens); , and such Borrower Party has the Borrower has received all consents full right, corporate power and approvals required by the terms of any Collateral Obligation lawful authority to the assign, transfer and granting of a security interest pledge the same and interests therein as provided in the Collateral Obligations hereunder to Mortgage and the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveSecurity Documents.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in DelawareUCC; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC of the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the Loan Parties. (ii) The Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, Investment Property “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the UCC of the State of New York), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC of the State of New York as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(y). (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are The Collection Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers . (iv) The Collection Account constitutes a Notice of Exclusive Control (“deposit account” as defined in the Account Control Agreement)UCC of the State of New York. (v) The Borrower, the Borrower Account Bank, the Facility Servicer and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; , have entered into the Borrower has taken all necessary steps to file or authorize Account Control Agreement. (vi) The Loan Parties have authorized 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 and that portion of the Collateral Loan Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents (including Permitted Liens), subject this Agreement and the security interest granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit Secured Parties, pursuant to this Agreement, no Loan Party has pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. No Loan Party has authorized the filing of or is aware of any financing statements against a Loan Party that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. No Loan Party is aware of the filing of any judgment or Tax lien filings against a Loan Party, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within indorsed to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement (as specified in Section 8-102(a)(11) of the UCC of the State of New York) or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Loan Parties of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security,” the applicable Loan Party has caused the issuer of such uncertificated security to register the Administrative Agent, in each case to be held by the Collateral Custodian on behalf of the Collateral Secured Parties, as the registered owner of such uncertificated security. (xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower. (xii) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. (xiii) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (A) such certificate shall be delivered as provided in clause (xiv) below. (xiv) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties; and , or in blank by an effective indorsement (as specified in Section 8-102(a)(11) of the UCC of the State of New York) or has been registered in the case name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (xv) If any portion of the Pledged Equity constitutes an Uncertificated Security“uncertificated security”, by (A) causing Holdings has caused the Collateral Custodian to become the registered owner Borrower of such uncertificated security and (B) causing to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such registration to remain effectiveuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC and is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) 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. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts“deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the InvestmentCollateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower and the Servicer InvestmentCollateral Manager may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; . (vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the transfer and granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian and the Document 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 Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) 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 under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, 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 any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such uncertificated security Collateral pursuant to Section 8-106(c) of the UCC and (B) causing such registration to remain control remains effective.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoan Assets, Security Entitlementsalong with the related Loan Asset Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, Certificated Securities“certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(z). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser and the Collateral Agent, on behalf of the UCC as Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller shall cause the issuer of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.

Security Interest. (i) This Agreement creates and the other Repurchase Documents constitute a valid transfer to the Purchaser of all right, title and continuing Lien on the Collateral in favor interest of the Collateral AgentSeller in, on behalf to and under all Purchased Items, free and clear of any Lien of any Person claiming through or under the Secured PartiesSeller, which security interest is validly perfected under Article 9 the Guarantor, the Pledgor or any of their Affiliates, except for Permitted Liens and the UCCSeller’s repurchase rights described herein, and is enforceable as such against creditors of and purchasers from the Borrower; Seller. If the Collateral is comprised conveyances contemplated by this Agreement are determined to be transfers for security, then this Agreement constitutes a grant of Instrumentsa security interest in all Purchased Items to the Purchaser, Security Entitlementsthat, General Intangiblesupon the delivery of the Confirmations, Certificated Securitiesthe Assignments and Mortgage Asset Files to the Custodian and the filing of the financing statements described in Subsection 3.1(c), Uncertificated Securitiesshall be a first priority perfected security interest in all Purchased Items to the extent such Purchased Items can be perfected by possession, Securities Accountsby filing or control, Investment Property and Proceeds and such other categories of collateral subject only to Permitted Liens. Neither the Seller nor any Person claiming through or under the applicable UCC Seller shall have any claim to or interest in the Collection Account or the Securities Account, except for the interest of the Seller in such property as a debtor for purposes of the UCC; (ii) Other than the Lien and transfers contemplated hereunder, the Seller has not sold, assigned, pledged, encumbered or otherwise conveyed any of the Purchased Items to which any Person, and, immediately prior to the Borrower has complied with its obligations as set forth herein; with respect sale to Collateral that constitute Security Entitlements (a) all the Purchaser, the Seller was the sole owner of such Security Entitlements have been credited to the Accounts Purchased Items, and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral Purchased Items free and clear of any Lien (other than Permitted Liens); the Borrower ; (iii) The Seller has received all consents and approvals approvals, if any, required by the terms of any Collateral Obligation Purchased Items to the transfer sale and granting of a security interest in the Collateral Obligations Purchased Items hereunder to the Collateral Agent, on behalf Purchaser; (iv) Upon execution and delivery of the Secured Parties; Account Agreement and the Borrower Securities Account Agreement, the Purchaser shall either be the owner of, or have a valid and fully perfected first priority security interest in, the Collection Account and the Securities Account and the securities, deposits, investment property and other Purchased Items contained therein; (v) The Seller has taken all necessary steps to file or authorize not authorized the filing of all appropriate and is not aware of any financing statements in against the proper filing office in Seller as debtor that include a description of collateral covering the appropriate jurisdictions under Applicable Law in order Purchased Items other than any financing statement (A) that has been terminated, or (B) granted pursuant to perfect the security interest in that portion this Agreement. The Seller is not aware of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of any judgment or tax Lien filings against the Seller; (vi) None of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Mortgage Loan Documents has any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivePurchaser.

Security Interest. This Agreement creates To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of in all Buyer’s rights in the UCCfollowing (collectively, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements “Collateral”): (a) all the pre-engineered and pre-manufactured steel building(s) or structure(s) and components thereof that are the subject of such Security Entitlements have been credited to this Contract (the Accounts “Building(s)”), which in the case of: (i) trussless pre- engineered steel buildings are comprised of arches, endwalls, base plates and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsconnectors, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; and (ii) pre-engineered steel buildings with trusses are comprised of arches, endwalls, base plates and connectors, interior structural components and related hardware, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Borrower has taken all steps necessary to enable Building(s) to, or installing the Collateral Agent to obtain Control with respect to the Accounts Building(s) for, third parties, and (c) all other proceeds of the Accounts are not foregoing. Upon any default in the name payment or performance of any Person other than such obligations, Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the Borrower, subject remedies of a secured party as provided by law. Seller is hereby authorized to the Lien of file financing statements covering the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary and such other documents as may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested perfect or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of maintain a security interest in the Collateral Obligations hereunder to in any jurisdiction where the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the establish and maintain a valid and perfected security interest in that portion of the Collateral in which wherever located. Buyer hereby authorizes Seller to take such acts and to execute such documents Seller’s and/or Xxxxx’s name as may be necessary for Seller to create, perfect or maintain a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCollateral.

Security Interest. This Agreement creates a valid and continuing Lien (i) No effective financing statement listing the Trust as debtor (other than any which may have been filed on behalf of the Collateral Agent) covering any of the Assigned Collateral, the Collateral Account, the Collection Account or the Deposited Funds is on file in any public office; (ii) at the date of each deposit of Deposited Funds in the Collateral Account and each deposit of funds into the Collection Account, the Trust was, is or will then be the lawful owner of, and had, has or will then have good title to, such Deposited Funds and such funds in the Collection Account free and clear of all Liens except the lien and security interest granted pursuant to the Security Agreement in favor of the Collateral Agent; and (iii) the Trust is and will be the lawful owner of, on behalf and has and will have beneficial ownership of, all Assigned Collateral, the Collateral Account and the Collection Account (A) free and clear of all Liens (other than statutory or other non-consensual Liens) except the lien and security interest granted pursuant to the Security Agreement in favor of the Secured Parties, which security interest is validly perfected under Article 9 Collateral Agent and (B) free and clear of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such all statutory or other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, non-consensual Liens. (b) The Trust has not previously created any security interest which remains in effect in the Borrower has taken Assigned Collateral, the Collateral Account, Collection Account or the Deposited Funds or any part thereof and, except as provided herein or under any of the other Program Documents, will keep the Assigned Collateral, the Collateral Account, the Collection Account and the Deposited Funds and every part thereof (A) free and clear of all steps necessary Liens (other than statutory or other non-consensual Liens) except the lien and security interest granted pursuant to enable the Security Agreement in favor of the Collateral Agent to obtain Control with respect and (B) to the Accounts best of its knowledge after due inquiry, free and clear of all statutory or other non-consensual Liens. (c) the Accounts are not The Security Agreement creates a valid, first priority security interest in the name Assigned Collateral, the Collateral Account, the Collection Account and the Deposited Funds securing the payment of any Person the Obligations. All actions necessary to perfect such security interest have been duly and effectively taken and such security interest has priority over all other Liens (other than Liens for taxes not yet due and owing) (it being understood that no filings of assignments of the Borrower, subject mortgages relating to the Lien Mortgage Loans purchased by the Trust will generally be required). The Trust hereby confirms the grant of the security interest in the Assigned Collateral (as defined in the Security Agreement) to the Collateral Agent for the benefit of the Secured Parties; Parties under the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control Security Agreement and under each Transfer Supplement (as defined in the Account Control Mortgage Loan Purchase and Servicing Agreement), the Borrower ) and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns confirms and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian agrees that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedterm “Banks”, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, as used in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Transfer Supplement and in the case definition of an Uncertificated Security“Secured Parties” in the Security Agreement shall include each Bank listed on Schedule 1 hereto (as the same may at any time be further amended, by (Amodified or supplemented) causing the Collateral Custodian as making a Bank Commitment hereunder, each Assignee that becomes a Bank hereunder pursuant to become the registered owner of such uncertificated security Section 12.06(c) hereof, and (B) causing such registration to remain effectivetheir respective successors and assigns.

Security Interest. (i) This Agreement creates a valid valid, continuing and continuing Lien on enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Deal Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised Transferred Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable is the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name lawful owner of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); ; (iv) the Borrower has received all consents and approvals required by the terms of any the Collateral Obligation to the transfer and granting grant of a security interest in the Collateral Obligations hereunder to the Collateral Deal Agent, on behalf of the Secured Parties; ; (v) the Borrower has taken all necessary steps to file or authorize caused 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 that portion such Collateral granted to the Deal Agent, on behalf of the Collateral in which Secured Parties under this Agreement; (vi) other than the security interest granted to the Deal Agent, on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing pursuant of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to Article 9 the security interest granted to the Deal Agent, on behalf of the UCC as Secured Parties under this Agreement, or (B) that has been terminated; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in effect the case of Pre-Positioned Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in Delaware; the case of Pre-Positioned Loans), all original executed copies of each underlying promissory note constituting Underlying Notes that constitute or evidencing evidence any Collateral Obligation Transferred Loans have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; ; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none of provided, however, that, notwithstanding the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedforegoing, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case any Pre-Positioned Loan to be held by funded with the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case proceeds of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.Advance or Swingline

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, Investment Property “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(aa). (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are The Collection Account is not in the name of any Person other than the Borrower, subject to the Lien security interest of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers . (iv) The Collection Account constitutes either a Notice of Exclusive Control “deposit account” or a “securities account” (each as defined in the applicable UCC) as specified in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien . (other than Permitted Liens); the v) [Reserved]. (vi) The Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize authorized 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 and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents (including Permitted Liens), subject this Agreement and the security interest granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none 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 (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of NAI-1528532842v5 assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Secured Parties, as the registered owner of such uncertificated security. (xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower. (xii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. (xiii) Holdings has authorized 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 Pledged Equity. (xiv) Other than as expressly permitted by the terms of the Transaction Documents (including Permitted Liens), this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (xv) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. NAI-1528532842v5 (xvi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (xvii) below. (xvii) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties; and , or in blank by an effective Indorsement or has been registered in the case name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (xviii) If any portion of the Pledged Equity constitutes an Uncertificated Security“uncertificated security”, by (A) causing Holdings has caused the Collateral Custodian to become the registered owner issuer of such uncertificated security and (B) causing to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such registration to remain effectiveuncertificated security.

Security Interest. This Agreement creates a valid and continuing Lien on (a) As security for the Collateral payment or performance when due, as the case may be, in favor full of the Obligations, each Loan Party hereby pledges to the Collateral Agent, on behalf of the Secured Partiesits successors and assigns, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder hereby grants to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orits successors and assigns, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none , a security interest (the “Security Interest”) in, all right, title or interest in, to and under any and all of the underlying promissory notes that constitute ABL Collateral now owned or evidence at any time hereafter acquired by such Loan Party or in which such Loan Party now has or at any time in the future may acquire any right, title or interest. (b) Each Loan Party hereby irrevocably authorizes the Collateral Obligations has Agent at any marks time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the ABL Collateral or notations indicating any part thereof and amendments thereto and continuations thereof that they have been pledgedcontain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, assigned including whether such Loan Party is an organization, the type of organization and any organizational identification number issued to such Loan Party. Each Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Without limiting the foregoing, each Loan Party hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction financing statements that describe the ABL Collateral as “all assets, whether now owned or otherwise conveyed hereafter acquired” of such Loan Party, or words of similar effect as being of an equal or lesser scope or with greater detail. Each Loan Party also ratifies its authorization for the Collateral Agent to file in any Person relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Loan Party with respect to or arising out of the ABL Collateral (other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveduties expressly created hereunder).

Security Interest. This As security for all Payment Obligations due or that may become due from the Pledgor to the Secured Party, the Pledgor hereby grants to the Secured Party a security interest in all Margin from time to time delivered to the Secured Party pursuant to this Agreement creates a valid and continuing Lien on all proceeds thereof, additions thereto and substitutions therefor. Upon the Collateral in favor request of the Collateral AgentSecured Party, the Pledgor will execute and deliver such other instruments or documents and take such other actions, as may be necessary or desirable to perfect and/or maintain the perfection and priority of the security interests granted under this Section 7 and will provide the Secured Party such legal opinions as reasonably may be requested regarding the authority of the Pledgor to deliver Margin hereunder. The Pledgor hereby irrevocably constitutes and appoints the Secured Party its true and lawful attorney-in-fact with full and irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or the name of the Secured Party to take any and all appropriate action and execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 7, and without limiting the generality of the foregoing, the Pledgor hereby gives the Secured Party the power and right, on behalf of the Secured PartiesPledgor, which without prior notice to or assent of the Pledgor, but with prompt notice thereafter to the Pledgor, to do the following: (i) indorse any note or other instrument included in the Margin whenever such indorsement is necessary or desirable for the perfection of the security interest is validly perfected under Article 9 in favor of the UCCSecured Party in such Margin or the liquidation or transfer of such Margin; (ii) execute and deliver any document in connection with any Margin delivered hereunder whenever the execution and delivery of such document is necessary or desirable for the perfection of the security interest in favor of the Secured Party in such Margin or the liquidation or transfer of such Margin; (iii) upon the failure of the Pledgor timely to pay any Payment Obligation: (A) direct any Person liable for any payment under any of the Margin to make payment of any and all moneys due or to become due thereunder directly to the Secured Party; (B) ask or demand for, and is enforceable as such against creditors collect, receive payment of and purchasers from receipt for, any and all moneys, claims and other amounts due or to become due in respect of the BorrowerMargin; (C) sign and indorse the Collateral is comprised name of Instrumentsthe Pledgor on any checks or other instruments given in payment or part payment of or in respect of any Margin; (D) commence and prosecute any suits, Security Entitlementsactions or proceedings at law or in equity in any court of competent jurisdiction to collect the Margin or any part thereof and to enforce any other right in respect of the Margin; (E) defend any suit, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under action or proceeding brought against the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Pledgor with respect to the Accounts Margin; (F) settle, compromise or adjust any suit, action or proceeding described in the preceding clause (E) and, in connection therewith, give such discharges or releases as the Secured Party may deem appropriate; and (cG) the Accounts are not in the name of sell, transfer, pledge and make any Person other than the Borrower, subject agreement with respect to the Lien or otherwise deal with any of the Collateral Agent for the benefit of Margin as fully and completely as though the Secured Parties; Party were the Borrower has not instructed absolute owner thereof for all purposes and do, at the Securities Intermediary Pledgor's expense, at any time and from time to comply with time, all acts and things necessary to protect, preserve or realize upon the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower Margin and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion favor of the Collateral Pledgor therein and to effect the intent of this Agreement, all as fully as the Pledgor might do. The power of attorney conferred by this Section 7 is granted for a valuable consideration and is coupled with an interest and irrevocable so long as the Payment Obligations, or any part thereof, shall remain unpaid. All Persons dealing with the Secured Party, shall be fully protected in which a security interest may be perfected treating the powers and authorities conferred by filing pursuant to Article 9 of this Section 7 as existing and continuing in full force and effect until advised by the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation Secured Party that the Payment Obligations have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, fully and finally paid and satisfied. Purchaser and Seller hereby jointly and severally ratify all that said attorneys lawfully do or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case cause to be held done by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivevirtue hereof.

Security Interest. This (i) As described in Section 2.05, it is the intention of the parties hereto that the conveyance of the Collateral to the Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of the parties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in favor of the Collateral AgentBuyer in all right, on behalf title and interest of the Secured PartiesSeller in, to and under the Collateral Obligations, which security interest is validly shall be a first priority perfected under Article 9 of the UCCsecurity interest prior to all other Liens (other than Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the Collateral is comprised Obligations, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which UCC; (iii) the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited Seller owns and has, and upon the sale and transfer thereof by the Seller to the Accounts and Buyer the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsBuyer will have, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the such Collateral Obligations free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any the Collateral Obligation Obligations to the transfer and granting sale of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the Secured Parties; UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the Borrower transfer of the Collateral Obligations to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has taken all necessary steps to file or authorize will obtain)); (v) the Seller has caused 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 that portion the Collateral Obligations granted to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral in Obligations. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Obligations other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement or (B) that has been terminated or for which a security interest may release or partial release has been or will be perfected by filing pursuant to Article 9 timely filed. The Seller is not aware of the UCC as in effect in Delaware; filing of any judgment or tax Lien filings against the Seller; (vii) except with respect to any Collateral Obligation for which there is no promissory note, all original executed copies of each underlying promissory note constituting that constitutes or evidencing any evidences the Collateral Obligation Obligations have been or, subject to delivered in accordance with the delivery requirements contained herein and/or Section 18.3, will be delivered to Indenture by the Collateral Custodian; Seller at the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf direction of the Collateral Agent for Buyer as required under the benefit of the Secured PartiesIndenture; and (viii) none of the underlying promissory notes notes, if any, that constitute or evidence the any Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBuyer.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited As collateral securing the Obligations, Debtor grants to Secured Party a continuing first priority security interest in and to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Collateral. Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a Party's security interest in the Collateral Obligations hereunder shall be subject to the Collateral AgentIntercreditor Agreement dated as of July 30, on behalf 2003, as amended, between Alliance Bank and certain affiliates of the Secured Party (the "Intercreditor Agreement"). (b) The relationship of the parties shall be that of a Secured Party and a Debtor under the UCC. (c) Within ten (10) days following the written request of Secured Party, Debtor shall deliver to Secured Party or a mutually agreeable (in the reasonable good faith judgment of the Parties) third party escrow agent, source codes for all Copyrights now owned or later acquired, and all derivatives thereof ("Source Codes") which Source Codes shall be returned to Debtor promptly when all Obligations are paid in full; provided, however, Debtor shall not be required to deliver the Borrower has taken Source Codes to Secured Party pursuant to this Section 2(c) so long as Alliance Bank retains such Source Codes as security for Debtors' obligations to Alliance Bank pursuant to the Bank Agreements. In the event of delivery of the Source Codes to Secured Party pursuant to this Section 2(c), provided there is no Event of Default, Secured Party shall (i) hold the Source Codes in confidence and take all necessary steps precautions within reason to file or authorize the filing of protect them (including without limitations all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; precautions Debtor employs with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered its own proprietary and confidential materials); (ii) not divulge the Source Codes or any information derived therefrom to the Collateral Custodian and, if in registered form, has been specially Indorsed any third party; (within the meaning iii) not make any use whatsoever of the UCCSource Codes (including without limitation granting any interest or allowing any lien to be created therein); (iv) not remove or allow the Source Codes to be removed from Debtor's premises; and (v) not copy or reverse engineer, reverse compile or attempt to derive the Collateral Custodian composition or in blank by an effective Indorsement or has been registered in the name underlying information of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveSource Codes.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the transfer sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties provided that, notwithstanding the foregoing, with respect to any Asset to be funded with the proceeds of a Swingline Advance, the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable, and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCCx) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name none of the Collateral Custodian upon original issue has been pledged or registration otherwise made subject to a Lien in favor of transfer by the Borrower Bear, Sxxxxxx & Co. Inc., Bear, Sxxxxxx Securities Corp. or any of their now or hereafter existing affiliates, except for such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivepledge or Lien as shall have been previously released or terminated.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and USActive 31637433.35 -87- purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection AccountAccounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security securityCertificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security securityUncertificated Security and (B) causing such registration to remain effective.

Security Interest. This (i) Notwithstanding that it is the express intent of the parties hereto that the Sale of the Loan Assets by the Seller to the Purchaser hereunder be an absolute sale by the Seller (free and clear of any Lien, security interest, charge or encumbrance other than Permitted Liens) of such Loan Assets, this Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of InstrumentsLoan Assets, Security Entitlementsalong with the related Loan Asset Files, General Intangiblesconstitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, Certificated Securities“certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and real property and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(y). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the transfer Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Seller has taken all necessary steps to file or authorize caused 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 that portion of the Collateral Sale Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser and the Collateral Agent, on behalf of the UCC as Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein and/or Section 18.3herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security“certificated security”, such certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and in and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the case Seller shall cause the issuer of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecurity.