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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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. 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 such Loan Partythe Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which such Loan Party 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 (other than cash) credited to the Accounts as Financial Assets, (b) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities AccountsAccounts or deposit accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the 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 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, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party may, or may cause the Borrower and the Servicer to may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 Assignment constitutes either (x) a valid transfer and continuing Lien on assignment to the Collateral in favor Trustee of all right, title and interest of the Collateral Agent, on behalf of Transferor in and to the Secured Parties, which security interest is validly perfected under Article 9 of Receivables created in the UCC, and is enforceable as such against creditors of and purchasers from such Loan Party; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Additional Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as all monies due or to which such Loan Party has complied with its obligations as set forth herein; become due with respect to Collateral that constitute Security Entitlements such Receivables (a) including all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat Finance Charge Receivables), all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control amounts received with respect thereto, all Insurance Proceeds relating to the Accounts such Receivables and (c) the Accounts are not in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed all proceeds (as defined in the Account Control AgreementUCC as in effect in the applicable jurisdiction) the Securities Intermediary to comply with the entitlement order of any Person other than of the Collateral Agent; provided that, until foregoing and all of such property will be held by the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral Trustee free and clear of any Lien except for (other than Permitted Liensi) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such Loan Party has taken all necessary steps to file or authorize property, upon the filing of all appropriate the financing statements as described in Section 2.01 of the proper filing office in Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the appropriate jurisdictions under Applicable Law in order to perfect foregoing, 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 9-315(c) 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 orapplicable jurisdiction), 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 The Debtor hereby grants to the Secured Party a valid ------------------ security interest and continuing Lien on agrees and acknowledges that the Collateral Secured Party has and shall continue to have a security interest in favor the Company Common Stock and the Company Preferred Stock and in any other shares of the Collateral Agent, on behalf capital stock of the Secured PartiesCompany now owned or hereafter acquired by the Debtor, all present and future issued and outstanding shares of capital stock or other equity and/or investment securities issued by the Company, together with all monies, income, proceeds, increases, substitutions, replacements, additions, accessions and benefits attributable or accruing to said property, including, but not limited to, all stock rights, rights to subscribe, liquidating dividends, stock dividends, dividends paid in stock, new securities or other properties or benefits for which security interest the Debtor is validly perfected under Article 9 or may hereafter become entitled to receive on account of the UCCsaid property, and is enforceable in the event that the Debtor shall receive any of such, the Debtor shall hold same as such against creditors of trustee for the Secured Party and purchasers from such 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 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 will immediately deliver same to the Accounts Secured Party to be held hereunder in the same manner as the properties specifically described above are held hereunder. All property of all kinds in which the Secured Party is herein granted a security interest, including, but not limited to, the Company Common Stock and the Securities Intermediary has agreed Company Preferred Stock, shall hereinafter be referred to treat all assets credited as the "Collateral." The Debtor agrees to the Accounts execute such stock powers, endorse such instruments, or execute such additional pledge agreements or other documents as Financial Assets, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of may be required by the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectively grant to the Secured Party the security interest in that portion the Collateral. The security interest granted hereby is to secure the payment of any and all indebtedness, liabilities, obligations, and duties whatsoever of the Collateral in which a security interest may be perfected Company and/or the Debtor to the Secured Party whether direct or whether now existing or hereafter arising, and howsoever evidenced or acquired, and whether joint or several, including, but not limited to, the Stock Purchase Agreement, the Note, the Escrow Agreement, the Consulting Agreements, and all costs incurred by filing pursuant the Secured Party to Article 9 enforce this Agreement or any of the UCC as in effect in the State of Delaware; above described agreements and instruments, including but not limited to attorney's fees and expenses (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 Securityobligations, in each case indebtedness and liabilities being hereinafter collectively referred to be held by as 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"Obligations").

Security Interest. This Agreement creates a valid To the extent and continuing Lien on so long as Escrow Shares (along with any proceeds from the Collateral in favor sale of the Collateral AgentEscrow Shares pursuant to Section 12 hereof, on behalf the “Escrow Cash”) are held in the Escrow Account hereunder, Parent shall have, and the Escrow Contributors (through the Stockholders’ Representative) hereby grant, as of and from the date of this Agreement, a perfected, first-priority security interest in such Escrow Shares (along with any Escrow Cash) to secure payment of amounts, if any, payable to the Parent Indemnitees in respect of Section 9 (“Parent Security Interest”) of the Secured PartiesMerger Agreement, which and the Stockholders’ Representative shall have, and the Escrow Contributors hereby grant, as of and from the date of this Agreement, a perfected, second-priority security interest is validly perfected under Article 9 interest, subordinated only to the Parent Security Interest, in such Escrow Shares (along with any Escrow Cash) to secure payment of amounts, if any, payable to the Stockholders’ Representative in respect of Section 10 (“Stockholders’ Representative Security Interest”) of the UCCMerger Agreement. In connection therewith, each Escrow Contributor (through the Stockholders’ Representative) expressly agrees (i) that the Escrow Agent is acting solely as Parent’s agent to the extent necessary to perfect the Parent Security Interest in the Escrow Shares (along with any Escrow Cash) and as the Stockholders’ Representative agent to the extent necessary to perfect the Stockholders’ Representative Security Interest in the Escrow Shares (along with any Escrow Cash), and is enforceable (ii) to execute and deliver such instruments as Parent may from time to time reasonably request for the purpose of evidencing and perfecting such against creditors Parent Security Interest or, as the Stockholders’ Representative may from time to time reasonably request, for the purpose of evidencing and purchasers from perfecting such Loan Party; the Collateral is comprised of Instruments, Stockholders’ Representative 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 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 Interest. Nothing in this Section 2.3 shall grant any rights to the Accounts and Parent Indemnitees or the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control Stockholders’ Representative with respect to the Accounts Escrow Shares and (c) the Accounts are not in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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 Escrow Cash other than the Collateral Agent; provided thatrights expressly set forth in this Escrow Agreement, until which shall be exclusive of any other rights or remedies now or hereafter existing at law or in equity. Upon the Collateral Agent delivers a Notice distribution of Exclusive Control (as defined in the Account Control Agreement), such Loan Party mayEscrow Shares and Escrow Cash pursuant to Section 8.1 or 8.2 to the Escrow Contributors, or may cause the Servicer pursuant to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title Section 11.4 to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps to file Stockholders’ Representative 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 his designees, the security interest in that portion of the Collateral in which a security interest may be perfected by filing interests created 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 this 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; 2.3 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 Escrow Shares and Escrow Cash shall be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; automatically released 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 effectiveterminated.

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 such Loan Party; 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or they may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 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 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 effectiveinterests therein.

Security Interest. This Agreement creates will constitute a valid security agreement under the Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and continuing Lien on FUNDER’s right to realize the Collateral in favor Purchased Amount, as and to the extent required by the terms of the Collateral AgentRevenue Purchase Agreement, on behalf and performance of the Secured Partiesand compliance by Merchant with its other undertakings and agreements herein, which Merchant and Guarantor(s)(s) grants to FUNDER a security interest is validly perfected under 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”), and is enforceable as such against creditors of and purchasers from such 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 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 Assetsnow or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) such Loan Party has taken all steps necessary to enable proceeds, as that term is defined in Article 9 of the Collateral Agent to obtain Control with respect to the Accounts and UCC (c) the Accounts are not all funds at any time in the name 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 “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 Person kind whatsoever, and 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 than such Loan Partyagreements now existing or later entered into between Merchant, subject 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 Lien event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Collateral Agent Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the benefit 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 Secured Parties; obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such Loan Party has not instructed 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 the Account Control Agreement) the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided such entity’s assets. Merchant also agrees that, until at the Collateral Agent delivers a Notice of Exclusive Control (FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 debtor. This security interest may be perfected exercised by filing pursuant 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 UCC Uniform Commercial Code, as in effect 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 State Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of Delaware; 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 any of the Secured Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to 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 original executed copies of such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each underlying promissory note constituting acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or evidencing 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 Collateral Obligation have been or, subject documents or take any action in connection with this Agreement as FUNDER deems necessary to the delivery requirements contained herein and/or Section 18.3, will be delivered to perfect or maintain FUNDER’s first priority security interest in the Collateral Custodian; and the Borrower has receivedAdditional 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 subject permit to the delivery requirements contained herein will receiveexist, a written acknowledgment from the Collateral Custodian that the Collateral Custodian directly or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely indirectly, any lien on behalf or with respect to any of the Collateral Agent for or 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 pledgedAdditional Collateral, 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 effectiveas applicable.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) such Loan Party has taken accounts receivable and payment rights relating to or arising from the Merchant Agreement, including all steps necessary amounts due Merchant (including any rights to enable the Collateral Agent to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Accounts are not Reserve Account, in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such Loan Party has not instructed (other and different security as defined Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Account Control Merchant Agreement) the Securities Intermediary . Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to comply time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Xxxxxxxx agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Xxxxxxxx will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or lien in any of any Person other than the Collateral Agent; provided thatcollateral pledged above, until the Collateral Agent delivers and Xxxxxxxx will obtain Peoples Trust’s written consent before it grants a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, lien or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 pledged collateral 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 effectiveperson.

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) such Loan Party has taken accounts receivable and payment rights relating to or arising from the Merchant Agreement, including all steps necessary amounts due Merchant (including any rights to enable the Collateral Agent to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Accounts are not Reserve Account, in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such Loan Party has not instructed (other and different security as defined Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Account Control Merchant Agreement) the Securities Intermediary . Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to comply time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Merchant agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Merchant will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or lien in any of any Person other than the Collateral Agent; provided thatcollateral pledged above, until the Collateral Agent delivers and Merchant will obtain Peoples Trust’s written consent before it grants a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, lien or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 pledged collateral 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 effectiveperson.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from such 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 Additional First-Lien Secured Parties (as to which 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 defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than such Loan Partythis Indenture and of the Notes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes, equally and ratably with all Indebtedness owing under the Senior Credit Facilities and the 2023 Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary Notes, superior 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); 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. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium, if any, (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured to the extent provided in the Security Documents. Each Holder, by its acceptance of the Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and each Holder authorizes and appoints U.S. Bank National Association as the Trustee and each Holder and together with the Trustee authorizes and appoints U.S. Bank National Association as the Collateral Trustee, and each Holder and the Trustee direct the Collateral Trustee to enter into additional Security Documents from time to time and to perform its obligations and exercise its rights thereunder in accordance with the provisions thereof. U.S. Bank National Association hereby accepts its appointment by each Holder and the Trustee to act as Collateral Trustee under the Indenture and each other Parity Lien Document to which it is a party. Each of the Issuers and the Guarantors consents and agrees to be bound by the terms of the existing Security Documents and any additional Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. Each Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the applicable Security Documents, and will do or cause to be done all such acts and things as required by the provisions of the Security Documents to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. Each Issuer will take, and will cause the Guarantors to take, any and all actions required by the Security Documents to create and maintain, as security for the Parity Lien Obligations, a valid, enforceable and, to the extent required by the Security Documents, perfected Lien in and on all 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; such Loan Party has not instructed (as defined in Holders of the Account Control Agreement) Notes, to the Securities Intermediary to comply extent required by, and with the entitlement order of any Person other than lien priority required under, the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer Secured Debt Documents and subject to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (no Liens other than Permitted Liens); 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. This (i) Subject to the consummation of the applicable Closing and to the written consent thereto of the applicable Manager (which consent shall not be a required Approval), as collateral security for the Buyers’ prompt and complete payment of the aggregate Deferred Purchase Price Amounts for all of the Interests transferred to Buyers as and when due, (i) each Buyer pledges and grants to Seller a lien on and first priority and perfected security interest in all of Buyer’s right, title and interest in and to the Interests acquired by such Buyer from Seller hereunder (the “Pledged Collateral”). Seller and Buyers agree that, subject to the written consent of the applicable Manager, this Purchase Agreement creates a creates, and is intended to create, valid and continuing Lien on Liens upon the Pledged Collateral in favor of the Collateral AgentSeller. Each Buyer represents, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, warrants and is enforceable as promises to Seller that such against creditors of and purchasers from such 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 such Loan Party Buyer 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) 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 such Loan Partyrights in, subject to the Lien written consent of the applicable Manager, the power to transfer the Pledged Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (as defined in the Account Control upon which it purports to xxxxx x Xxxx pursuant to this Purchase 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (and all Liens or claims of others other than Permitted Liens); such Loan Party has taken all necessary steps Investment Liens and restrictions under federal and state securities laws. Each Buyer hereby authorizes Seller at any time and from time to time to file or authorize the filing of all appropriate in any relevant jurisdiction any financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion (containing a description of the Pledged Collateral in which a security interest may be perfected form and substance consistent with that set forth on Exhibit A hereto) and amendments thereto that contain the information required by filing pursuant to Article 9 of the UCC as in effect Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment thereto relating to the Pledged Collateral and to take any other steps required under applicable law to create and/or perfect the Seller’s security interest 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 effectivePledged Collateral.

Security Interest. This Agreement creates To secure payment of all Advances which Secured Party may elect to make pursuant hereto from time to time and all other obligations of Debtors owing hereunder, Debtors hereby grants to Secured Party a valid security interest in the following described collateral (all herein collectively called “Collateral”): all present and continuing Lien on 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 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 with a notation satisfactory to Secured Party disclosing that they are subject to Secured Party’s security interest, (iii) execute and deliver to Secured Party such instruments, statements and agreements as Secured Party may request to 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 favor of and to the Collateral, and (iv) permit Secured Party or its representatives to examine the Collateral Agent, on behalf and Debtors’ books and records and Debtors agree to pay to Secured Party the greater of the Secured Parties, which security interest is validly perfected under Article 9 Party’s standard fee or actual costs relating to such examinations immediately upon receipt of the UCC, and is enforceable as such against creditors of and purchasers from such Loan Secured 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 ’s invoice therefore. Debtors agrees that Secured Party may directly collect any amount owed to which 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control Debtors with respect to the Accounts Collateral (hereafter referred to as an “Account”) and (c) 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 Accounts are not in terms of sale, payments made on an Account, and any modifications claimed to be made by the name of Debtors with such account debtor. Debtors agree that Secured Party may at any Person other than such Loan Party, subject to the Lien time notify an account debtor of the Collateral Agent for assignment of said Account and revoke the benefit authority of the Secured Parties; such Loan Party has not instructed (as defined in undersigned to collect 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns same and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 should the Secured Parties; none of the underlying promissory notes that constitute Party at any time receive any checks, drafts, money orders or evidence the Collateral Obligations has any marks other instruments or notations indicating that they have been pledgedorders for money payable to a Debtor to apply to an Account, assigned or otherwise conveyed Secured Party is irrevocably appointed attorney-in-fact for each such Debtor to any Person other than the Collateral Agent on behalf of the Secured Parties; 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. 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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to 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; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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. This Section 8 of the Existing Repurchase Agreement creates is hereby amended by deleting the first paragraph thereto in its entirety and replacing it with the following language: “Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a valid security interest in the Purchased Mortgage Loans, the Records, all servicing rights related solely to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and continuing Lien the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all USActive 7659101.2 collateral under any other secured debt facility between a Seller or their Affiliates on the Collateral in favor of one hand and the Collateral Agent, Buyer and the Buyer’s Affiliates on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCother, and is enforceable any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as such against creditors of are specified on a Trust Receipt and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; Exception Report 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 Securityforegoing, in each case to be held by all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, 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“Repurchase Assets”).”

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to 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; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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 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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 District of DelawareColumbia; 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor (a) have entered into the Collateral Trust Agreement, the Intercreditor Agreement and the Pledge Agreement and (b) such Loan Party has taken all steps necessary have delivered or will, on or prior to enable the Issue Date, deliver to the Collateral Trustee (or the Priority Lien Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement; ) all Accounts constitute Securities Accounts; such Loan Party owns certificates and has good other instruments and marketable title documents required under the Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); 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; Trustee and (c) have authorized or will, on or prior to the Borrower has receivedIssue Date, authorize the filing, registration and recording of all Uniform Commercial Code financing statements required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and 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 holders 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 effectiveParity Lien Obligations.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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 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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 In order to secure the full and complete payment and performance of the Obligation when due, Debtor hereby grants to Secured Party a valid Security Interest in all of Debtor's Rights, titles, and continuing Lien on interests in and to the Collateral and pledges, collaterally transfers, and assigns the Collateral to Secured Party, all upon and subject to the terms and conditions of this Security Agreement. Such Security Interest is granted and pledge and assignment are made as security only and shall not subject Secured Party to, or transfer or in favor any way affect or modify, any obligation of Debtor with respect to any of the Collateral Agentor any transaction involving or giving rise thereto. The grant contained herein is intended to confer upon Secured Party all Rights that a secured creditor may obtain and that may be granted in the FCC Licenses under applicable Law as from time to time in effect. If the Law is subsequently changed or clarified, on behalf or if the FCC's interpretation of existing Law is changed, to permit or further permit the granting of such security interests in FCC Licenses, then Debtor's FCC Licenses, whether now held or hereinafter acquired, shall automatically become subject to the Secured Party's Security Interest to the maximum extent permitted by the Law as then in effect. In the meantime, the value of the Secured Parties, which security interest is validly perfected under Article 9 Systems' and Debtor's cellular telephone communication businesses as a going concern depends upon the holder of Debtor's FCC Licenses also being the owner of the UCCassets used or useful in the operation of the Systems and, if ownership of those assets is separated from the FCC Licenses, the FCC might, under currently applicable Law, cancel the FCC Licenses. Accordingly, Debtor and is enforceable as such against creditors Secured Party, in recognition of the unique nature of the FCC Licenses and purchasers the fact that the separation of the FCC Licenses from such Loan Party; Debtor's operating assets may prevent Lenders from adequately realizing the value of their Security Interests, have provided in PARAGRAPH 9(b) hereof for the appointment of a receiver upon a Default or Potential Default and for the assignment of the FCC Licenses in the event of the foreclosure hereunder, with the specific intention in each case that the physical assets used in connection with the Systems not be separated from the FCC Licenses. If the grant, pledge, or collateral transfer or assignment of any specific item of the Collateral is comprised of Instrumentsexpressly prohibited by any contract, then the 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 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 Interest created hereby nonetheless remains effective to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsextent allowed by UCC Section 9.318 or other applicable Law, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 but is otherwise limited by 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 effectiveprohibition.

Security Interest. This Agreement creates a valid and continuing Lien on security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (i) Liens in favor of the Collateral Agent, on behalf Parent in respect of the Secured PartiesObligations hereunder, (ii) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which security interest is validly perfected under Article 9 there are adequate reserves on the financial statements of the UCCBorrowers (if such reserves are required pursuant to GAAP), (iii) inchoate mechanics’ and is enforceable as such against creditors materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of any Borrower, (v) zoning restrictions, utility easements, rights of way and purchasers from such 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 similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable UCC property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as to which such Loan Party has complied with its obligations as set forth herein; with respect to Collateral currently conducted, (vi) matters that constitute Security Entitlements would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (avii) all Liens reflected in the Company SEC Reports, (viii) the Lien described on Section 5.17 of such Security Entitlements have been credited the Company Disclosure Schedule to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Merger Agreement and (cix) the Accounts are not in the name Liens (x) of any Person other than such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 collection bank arising 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.Section

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 such 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 such Loan Party 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) such Loan Party 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 such Loan Party, subject the 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; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectiveBorrower.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of As collateral security for the Secured PartiesObligations, which security interest is validly perfected under Article 9 of the UCCincluding any and all renewals or extensions thereof, each Pledgor hereby delivers, pledges, transfers and is enforceable as such against creditors of and purchasers from such 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 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 collaterally assigns to the Accounts Pledgee and the Securities Intermediary has agreed to treat all assets credited grants to the Accounts as Financial AssetsPledgee, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 first priority security interest in that portion all of such Pledgor’s right, title and interest in and to all of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 Pledged Shares (including, without limitation, the Pledged Shares described on Schedule I hereto), and all other Equity Interests of any kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the UCC as in effect in notes, capital stock, and all other investment property, financial assets and general intangibles of such Pledgor related to the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orforegoing, including, without limitation, and subject to Section 7(b), the delivery requirements contained herein and/or Section 18.3right to vote such Equity Interests, will be delivered now owned, legally, beneficially or hereafter acquired, together with all proceeds of and additions to such Equity Interests from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, including all dividends, interest distributions, cash, warrants, rights, instruments and other property, except for cash dividends or other cash distributions to the Collateral Custodianextent permitted under Section 7(a); provided, however, that notwithstanding anything herein to the contrary, no Loan Party shall be required to pledge Equity Interests of any Excluded Subsidiary, to the extent such Equity Interests carry more than 65% of the total combined voting power of any “first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower has received, or subject any of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests 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 secure Indebtedness of the Collateral Agent for Borrower or any of its Domestic Subsidiaries (collectively, 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“Pledged Collateral”).

Security Interest. This The Parties intend that all Transactions hereunder be absolute sales and purchases and not loans. However, in order to preserve Buyer’s rights under this Agreement creates in the event that a valid court or other forum recharacterizes the Transactions hereunder as loans and continuing Lien on as security for the Collateral performance by Sellers of Seller’s Obligations, or in favor the event that a transfer of any Purchased Asset is otherwise ineffective as an outright transfer of such Purchased Asset to Buyer‎, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness ‎under each such Transaction and Seller’s obligations, liabilities and indebtedness under this ‎Agreement and the other Transaction Documents‎, Seller hereby pledges, assigns, transfers and grants to Buyer a security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Collateral AgentMortgage Assets in which Seller later acquires ownership, on behalf of other rights or the Secured Parties, which security interest is validly perfected under Article 9 of power to transfer rights. “Mortgage Assets‎”‎ means (i) the UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; Purchased Mortgage Loans with respect to Collateral all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Purchase Commitments and Forward Trade Commitments to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans and MBS, (vii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (viii) all proceeds of the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that constitute Security Entitlements are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC and recording the Mortgage Assignments as and when required by Buyer in its sole discretion. Notwithstanding the foregoing and anything to the contrary contained in this Agreement, (i) Mortgage Assets and any other collateral pledged or otherwise transferred to Buyer to secure the Obligations shall exclude (a) Fxxxxx Mxx Mortgage Servicing Rights, including, without limitation, any agreement between Fxxxxx Mae and Seller or any Affiliate (“Seller Contract‎”‎) and all of such Security Entitlements rights arising under any servicing contract pertaining to Mortgage Loans that have been credited sold to the Accounts Fxxxxx Mxx (other than fee income, sale proceeds, and the Securities Intermediary has agreed other amounts payable to treat all assets credited to the Accounts as Financial AssetsSeller), (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control custodial, clearing, suspense, escrow, and other accounts maintained by Seller for collection or processing of principal, interest, impound, or other payments with respect to the Accounts and Mortgage Loans serviced by Seller on behalf of Fxxxxx Mae, (c) all funds held by Seller in any such account, and (d) Seller’s “Restricted Liquidity” held in Seller’s Fxxxxx Mxx Reserve Account, (ii) Buyer shall have no right to seize, retain, or reassign the Accounts are not in the name of servicing rights for any Person other than such Mortgage Loan Party, subject to the Lien of the Collateral Agent serviced by Seller for the benefit of Fxxxxx Mae, unless approved in writing by Fxxxxx Mxx in its sole and absolute discretion, (iii) Buyer’s consent will not be required for any modification of the Secured Parties; Fxxxxx Mae Guide or the Seller Contract (including any Fxxxxx Mxx Purchase Commitment) and no such modification will constitute a breach of the Transaction Documents, (iv) Buyer will not assign, re-sell, re-pledge, or otherwise transfer any Purchased Mortgage 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 Agentor Mortgage Assets; provided that, until the Collateral Agent delivers that Buyer may pledge Mortgage Assets to a Notice Federal Reserve Bank or a Federal Home Loan Bank in connection with a simultaneous pledge of Exclusive Control (its corresponding rights as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with buyer under this Agreement, and (v) absent an Event of Default, Buyer is prohibited from recording an assignment of mortgage or similar instrument relating to any Purchased Mortgage Loan; all Accounts constitute Securities Accounts; such provided that Buyer may file a precautionary UCC financing statement with respect to a Purchased Mortgage Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 protect its rights 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 effectivebuyer under this Agreement.

Security Interest. This Agreement creates To secure the prompt payment and performance to Lender of all of the Obligations, Borrower hereby grants to Lender a valid continuing security interest in the Collateral. Borrower is not authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for the sale of Inventory in Borrower’s usual course of business. Borrower agrees to sign any instruments and continuing Lien on documents requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. Borrower shall not grant or permit any lien or security in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security or any interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (therein other than Permitted Liens); such Loan Party has taken all necessary steps to file or authorize the filing of all appropriate financing statements . If this Agreement is terminated, Lender’s lien in the proper filing office Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as Lender’s obligation to make Advances has terminated, Lender shall, at the sole cost and expense of Borrower, release its liens in the appropriate jurisdictions Collateral and all rights therein shall revert to Borrower. In the event (x) all Obligations (other than inchoate indemnity obligations), except for Obligations under Applicable Law Cash Management Services, Letter of Credit Obligation and FX Amount, are satisfied in order to perfect full, and (y) this Agreement is terminated, Lender shall terminate the security interest granted herein upon Borrower providing cash collateral in that portion an amount equal to at least one hundred ten percent (110%), of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 U.S. dollar equivalent of the UCC Obligations outstanding, Cash Management Services, Letter of Credit Obligation and FX Amount, plus all interest, fees, and costs due or to become due in connection therewith (as in effect in the State of Delaware; estimated by Lender is its sole discretion), to secure 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 Obligations relating to such Cash Management Services, Letter 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; Credit Obligation 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 effectiveFX Amount.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.7Section 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 by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the 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 18.3, 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 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 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, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

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 such 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 such Loan Party 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 preengineered 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) such Loan Party has taken all steps necessary payments, rights to enable payment and other rights under contracts pursuant to which Buyer is selling the Collateral Agent to obtain Control with respect to Building(s) to, or installing 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 Loan Partyobligations, subject Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the 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; and such Loan Party has not instructed (other documents as defined in the Account Control Agreement) the Securities Intermediary may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers perfect or maintain a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 any jurisdiction where the Collateral may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid and perfected security interest in the Collateral 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 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 effectiveCollateral.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from such 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 Additional First-Lien Secured Parties (as to which 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 defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than such Loan Partythis Indenture and of the Notes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Secured Parties; such Loan Party has not instructed (as defined in Trustee and the Account Control Agreement) Holders of Notes, equally and ratably with all Indebtedness owing under the Securities Intermediary Senior Credit Facilities, superior 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); 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. This For and in consideration of the sum of TEN ($10.00) DOLLARS, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Bank's issuance of letters of credit under the Letter of Credit Facility, the Pledgor hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Bank, and grants to the Bank a security interest in the Pledged Collateral, in each case to secure the punctual payment and performance of all the Liabilities. The Pledgor covenants and agrees that (i) with respect to the Pledged Collateral consisting of the Securities Account, the property held therein and any and all proceeds thereof, from and after the issuance of a Notice of Exclusive Control pursuant to the Control Agreement creates (which Notice shall not be given unless an Event of Default (as defined below) has occurred and is continuing hereunder), the Bank 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 Bank 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, the Bank has sole and exclusive control over such Pledged Collateral and the Pledgor shall take all such steps as may be necessary to cause the Bank to have sole and exclusive control over such Pledged Collateral; (iii) pursuant to Section 3 of the Control Agreement, the available balance of funds standing to the credit of the Deposit Account in excess of $100,000 shall be transferred by the Custodian from the Deposit Account to the Cash Collateral Account by wire transfer or automatic clearing house electronic transfer (or other means acceptable to the Bank) on a valid daily basis or as may be directed by the Bank and continuing Lien on the Pledgor shall not take any action to terminate or modify such arrangements; (iv) with respect to the Pledged Collateral consisting of the Cash Collateral Account, the Cash Collateral and the other property held therein and any and all proceeds thereof, the Bank 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 Bank to have sole and exclusive control over such Pledged Collateral; (v) except as expressly permitted in Section 2 above, it shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Cash Collateral Account for so long as any Liabilities remain outstanding under or in respect of the Transaction Documents; (vi) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Bank except in connection with substitutions of Pledged Collateral permitted pursuant to Section 14(b) and provided that, after giving effect to such substitutions, the Pledgor is in compliance with the covenant contained in Section 13; (vii) 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 Bank hereunder, (viii) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties; (ix) it shall not take any action or omit to take any action that would result in the Collateral Agent, on behalf termination of the Secured Parties, which security interest is validly perfected under Article 9 Control Agreement without the prior consent of the UCC, Bank and is enforceable as such against creditors it shall otherwise comply in all respects with the provisions of the Control Agreement; and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (ax) 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Deposit Account and (c) the Accounts are Securities Account, it shall not in the name of any Person other than such Loan Party, subject give instructions or entitlement orders to the Lien of Custodian that would require the Collateral Agent Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; such Loan Party has not instructed (as defined Pledgor. The representations, warranties and covenants of the Pledgor set forth 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 AgreementSection 12(b), such Loan Party may, or may cause (c) and (d) of the Servicer to cause cash in the Accounts Application are incorporated herein by reference and shall be deemed to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to made by the Collateral free and clear of any Lien (other than Permitted Liens); 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; Pledgor 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 each 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 effectiveTransaction Documents.

Security Interest. This The due and punctual payment of the principal of, premium (if any), and interest (including PIK Interest) on, the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any), and interest (including PIK Interest) on, the Securities and performance of all other Obligations of the Company and the Subsidiary Guarantors, according to the terms hereunder, the Note Guarantees and under the other Security Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of any Securities, consents and agrees to the terms of the Security Documents, the Arazi/Lancaster Collateral Agreement creates a valid and continuing Lien on the Intercreditor Agreement (including, in each case, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, to the ranking of the Liens provided for in the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as applicable, that it will take no actions contrary to the provisions of the Intercreditor Agreement or the Arazi/Lancaster Collateral Agreement and to the appointment of Wilmington Trust, National Association as Trustee under this Indenture and as Collateral Trustee under the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement. Each Holder and the Trustee directs the Collateral Trustee to enter into the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement and each Security Document, in each case, as collateral trustee for the Secured Parties or Arazi/Lancaster Secured Parties, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder directs the Trustee to enter into the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as trustee for the Holders, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors consent and agree to be bound by the terms of the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective obligations thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company hereby agrees that the Collateral Trustee shall hold 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent trust for the benefit of the all Secured Parties or Arazi/Lancaster Secured Parties; 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 applicable, the Collateral Agent; provided that, until Trustee and the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 SecurityTrustee, in each case pursuant to be held by the Security Documents, the Arazi/Lancaster Collateral Custodian on behalf of Agreement and 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 effectiveIntercreditor Agreement.

Security Interest. This Agreement creates a valid and continuing Lien on As security for the Collateral payment or performance, as the case may be, in favor of the Collateral Agent, on behalf full of the Secured PartiesObligations, which security interest is validly perfected under Article 9 of including the UCCGuaranty, each Grantor hereby mortgages and is enforceable as such against creditors of and purchasers from such 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 pledges to which 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary , and hereby grants 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 , 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 following assets and properties now owned or evidence at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the Collateral Obligations has future may acquire any marks right, title or notations indicating that they have been pledgedinterest (collectively, assigned or the “Article 9 Collateral”): all Accounts; all Chattel Paper; all Commercial Tort Claims described in Schedule II as supplemented from time to time; all Documents; all Equipment and Fixtures; all General Intangibles; all Goods; all Instruments; all Intellectual Property; all Inventory; all Investment Property; all Letters of Credit and Letter-of-Credit Rights; all books and records pertaining to the Article 9 Collateral; to the extent not otherwise conveyed to included, all Proceeds and products of any and all of the foregoing, all supporting obligations and all other collateral security and guarantees given by any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral any of the foregoing; and provided that constitutes a Certificated Security, such certificated security has been delivered notwithstanding anything to the Collateral Custodian andcontrary in this Agreement, if this Agreement shall not constitute a grant of a security interest in registered formany Excluded Property; provided, has been specially Indorsed however, that “Excluded Property” shall not include any Proceeds (within including, for the meaning avoidance of the UCC) to the Collateral Custodian doubt, any Proceeds constituting cash), substitutions or in blank by an effective Indorsement replacements of any Excluded Property unless such Proceeds, substitutions 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 replacements would independently constitute Excluded Property. Each Grantor hereby irrevocably authorizes the Collateral Agent for the benefit of the Secured Parties; Parties at any time and from time to time to file in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments (including continuations) thereto that (i) indicate the Collateral as all assets of such Grantor or words of similar effect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the UCC or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and, if applicable, any organizational identification number or incorporation number issued to such Grantor and (B) 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 Collateral relates. Each Grantor agrees to provide such information to the Collateral Custodian Agent promptly upon request. The Collateral Agent is further irrevocably authorized to become file with the registered owner United States Patent and Trademark Office or the United States Copyright Office (or any successor office thereof) such documents as may be necessary or advisable for the purpose of perfecting or confirming the Security Interest granted by each Grantor, with notice to each, but without the signature of any, Grantor (only if such uncertificated security signature cannot reasonably be obtained by the Collateral Agent and (B) causing each Grantor hereby agrees to provide such registration to remain effectivesignatures upon request of the Collateral Agent), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

Security Interest. This Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement creates and the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Administrative Agent, as agent and representative of Buyers, a valid security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and continuing Lien on the Collateral in favor all of the Collateral AgentMortgage Assets in which Seller later acquires ownership, on behalf of other rights or the Secured Parties, which security interest is validly perfected under Article 9 of power to transfer rights. “Mortgage Assets” means (i) the UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; Purchased Mortgage Loans with respect to Collateral that constitute Security Entitlements all Transactions outstanding from time to time hereunder (aincluding, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of such Security Entitlements have been credited Seller’s claims, liens, rights, title and interests in and to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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, Mortgaged Property in each case to be held the extent related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder specifically relate to such Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent specifically relating to such Purchased Mortgage Loans, (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Collateral Custodian Income Collection Account and (ix) all proceeds of the foregoing including, without limitation, to the extent that they are proceeds of the foregoing, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full cash Repurchase Price has not been received by Administrative Agent, irrespective of whether such related Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Administrative Agent to file such financing statements and amendments relating to the Mortgage Assets as Administrative Agent may deem appropriate. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as and when required by Administrative Agent in its good faith discretion. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon Seller’s payment of the Repurchase Price to Administrative Agent (on behalf of the Collateral Agent for the benefit Buyers), any security interest of the Secured Parties; and Buyers in the case related Purchased Mortgage Loan and the related Mortgage Assets shall be released. Upon Seller’s request, Buyer shall take such actions as shall be reasonably necessary to evidence such termination of an Uncertificated Security, by (A) causing a security interest in such Purchased Mortgage Loan and the Collateral Custodian to become the registered owner of related Mortgage Assets or such uncertificated security and (B) causing such registration to remain effectiveMBS.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from such 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 Additional First-Lien Secured Parties (as to which 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 defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than such Loan Partythis Indenture and of the Notes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes, equally and ratably with all Indebtedness owing under the Senior Credit Facilities, the Pari Passu Facility and the Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary Notes, superior 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); 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. This Agreement creates As security for the performance of Borrower’s obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby assigns, transfers, grants and conveys to bank a valid continuing, first priority lien and continuing Lien on security interest in one or more securities account(s) (collectively, the Collateral “Securities Account”) (including all financial assets from time to time held in favor the Securities Account (s)) established at MLPF&S and/or MLTC that have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of Pledgor’s right, title and interest in and to all monies, debts, claims, securities, securities entitlements, financial assets, investment property and other property deposited by Pledgor with or owned or owing to Pledgor by Bank or any member of the Collateral AgentXxxxxxx Xxxxx Group. Pledgor may, on behalf by notice to Bank or Xxxxxxx Xxxxx Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s MLPF&S and MTLC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are proceeds of the Secured Partiesforegoing, which and all proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such Securities Accounts. Pledgor will take all actions that Bank requests or that reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or Xxxxxxx Xxxxx Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is validly perfected under Article 9 managed by a trustee of trust and/or investment manager, the UCCtrustee and/or investment manager to whom discretionary investment authority is delegated may, to the extent permitted by the trust or relevant advisory agreement pertaining to the investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Securities Account so long as all securities and other financial assets that are purchased, and is enforceable as such against creditors the proceeds of and purchasers from such Loan Party; the Collateral is comprised of Instrumentssales, 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 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 are credited to the Accounts Securities Account; and Bank may allow the trust and/or investment manager discretion to determine which financial assets shall be sold in the even Bank elects to liquidate the financial assets in the Securities Intermediary has agreed Account, so long as the trustee and/or investment manager acts promptly to treat all assets credited to facilitate the Accounts as Financial Assets, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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 liquidation. If a Notice of Exclusive Control (as defined described below) is delivered, Bank may in its sole discretion elect to terminate the ability of the trustee and/or investment manager to execute transactions in the Account Control Agreement), such Loan Party may, or may cause the Servicer Securities Account. Xxxxxxx agrees to cause cash maintain financial assets in the Accounts Securities Account that have a value at least equal to the amount required by Bank from time to time (the “Maintenance Requirement”). The Maintenance Requirement shall be invested or distributed determined by Bank in accordance with its sole discretion. In its sole discretion, Bank shall determine from time to time the types of financial assets that may be maintained in the Securities Account and used as collateral under this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps to file or authorize the filing of all appropriate financing statements . Free credit balances 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 Securities Account may be perfected by filing pursuant deposited in such accounts as Bank may permit from time to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting time. Back to Contents Bank may provide MLPF&S and/or MLTC with entitlement orders 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; instructions with respect to Collateral that constitutes a Certificated Securitythe Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of Borrower, such certificated security has been delivered Pledgor or Guarantor. MLPF&S and MLTC are not under any duty to inquire as to the Collateral Custodian andbasis for such instructions. Borrower, Pledgor and Guarantor each acknowledge the Bank has ultimate control overall such instructions made with respect to the Securities Account and if there is a conflict between the instructions Bank and Pledgor give to MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any and all notices, confirmations and statements of account for the Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and all information in registered form, its possession or control relating to the Securities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has been specially Indorsed entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in effect. XXXX&X and/or MLTC may comply with trading instructions from Pledgor (within including any authorized agent) as well as any investment manager without further consent by Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the meaning Securities account monthly but only if the value of the UCCfinancial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Xxxxxxx also agrees transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. Of there is a trustee and/or an investment manager (or authorized agent appointed by Xxxxxxx) with respect to the Collateral Custodian Securities Account to the Trustee and/or investment manager or agent are permitted without Bank’s consent so long as Borrower, Pledgor and Guarantor are not in breach of this Agreement. In the event that Borrower, Pledgor or Guarantor breach this Agreement, Bank may at any time deliver to MLPF&S and/or MLTC a “Notice of Exclusive Control” in a form Bank deems necessary. MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however either of MLPF&S or MLTC’s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the case may be. Neither MLPF&S nor MLTC will not be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will not be liable to Borrower, Pledgor or Guarantor for complying with Notice of Exclusive Control or any instructions from Bank. XXXX&X and MLTC have not duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in effect, each of MLPF&S and MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in blank by an effective Indorsement or has been registered the future, against property in the name Securities Account, except that each of MLPF&S and MLTC (greater certainty, only to the extent it is acting solely on its behalf as custodian of the Collateral Custodian upon original issue Securities Account and not as a Borrower, Pledgor or registration of transfer by Guarantor hereunder) will retain a prior lien on property in the Borrower of such Certificated Security, in each case Securities Account to be held by secure payment for property purchased fro the Collateral Custodian on behalf of the Collateral Agent Securities Account and to collect normal commisisions and fees for the benefit of the Secured Parties; Securities Account. Back to Contents This Agreement does not create any obligations form MLPF&S, MLTC or Xxxxxxx Xxxxx Group except for those expressly set forth in this Agreement. Pledgor, MLPF&S, MLTC and in Bank acknowledge that this Agreement supplements Pledgor’s Securities Account agreement and/or Advisory Agreement with MLPF&S and/or MLTC, as the case of an Uncertificated Security, by (A) causing may be with respect to the Collateral Custodian to become the registered owner of Securities Account and does not abridge any rights that MLPF&S and/or MLTC might otherwise have other than those expressly noted herein. If there is any inconsistency between this Agreement and such uncertificated security and (B) causing such registration to remain effectiveSecurities Account agreement and/or Advisory Agreement shall control.

Security Interest. This Agreement creates a valid The Collateral Documents provide, or upon application of the proceeds of the Loans to repay any Indebtedness secured thereby, the execution of the public deeds of the Release Share Pledge Agreements and continuing Lien on Effectiveness Statements and the registry of such applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), will provide, the Collateral in favor of the Collateral Agent, Agent (on behalf of the Secured Parties) with effective, valid, legally binding and enforceable first priority (as to the Liens created by the Cash Flow Trust Agreement, the Repayment Trust Agreement and the Share Pledge Agreement) and second priority (as to the Lien created by the Asset Trust Agreement) Liens on all of the Collateral. The Cash Flow Trust Agreement, Asset Trust Agreement and Repayment Trust Agreement create, or upon the execution of the Effectiveness Statements will create, an estate separate (patrimonio autónomo) from the Borrower, which is bankruptcy-remote pursuant to Applicable Law. The Collateral Agent’s security interest is validly perfected under Article 9 interests described above will be, upon execution of the UCC, Effectiveness Statements and is enforceable as such against creditors the public deeds of the Release Share Pledge Agreements and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all registry of such Security Entitlements have been credited applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), superior and prior to the Accounts rights of all third Persons now existing or hereafter arising whether by way of Lien, assignment or otherwise (other than the Liens created pursuant to the Existing Syndicated Facilities with regards to the Asset Trust Agreement). All necessary action (including as described in Section 7.04 (Approvals) and the Securities Intermediary has agreed to treat all assets credited to execution of the Accounts as Financial Assets, (b) 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 such Loan Party, Release Share Pledge Agreements subject to the condition of effectiveness included therein) will have been taken as of the Borrowing Date under the Applicable Laws, to release and discharge the Liens over the collateral securing the Repaid Indebtedness and, upon the execution of the Effectiveness Statements and the public deeds of the Release Share Pledge Agreements and the registry of such applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), establish and perfect the first priority (as to the Liens created by the Cash Flow Trust Agreement, the Repayment Trust Agreement and the Share Pledge Agreement) and second priority (as to the Lien created by the Assets Trust Agreement) Liens of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 ) in and to the Collateral Custodian and, if in registered form, has been specially Indorsed (within under the meaning respective Applicable Law. None of the UCC) Borrower or any of its Subsidiaries is required to provide an equal and ratable Lien on the Collateral Custodian or to any third party in blank by an effective Indorsement or has been registered in connection with the name of the Collateral Custodian upon original issue or registration of transfer transactions contemplated 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 effectiveLoan 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 UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) Purchaser and Seller intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets (other than for U.S. federal, state and local income and franchise Tax purposes more fully described in Article 23(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, including in the event that, other than for such Tax purposes, a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller of all of such Security Entitlements have been credited Seller’s obligations to Purchaser under the Accounts Transaction Documents and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsTransactions entered into hereunder, (b) 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 or in the name event that a transfer of any Person other than a Purchased Asset is otherwise ineffective to effect an outright transfer of such Loan PartyPurchased Asset to Purchaser, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the Lien terms and conditions of this Agreement, to Purchaser to secure the payment of the Collateral Agent Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the other Transaction Documents (collectively, the “Repurchase Obligations”). Seller agrees to xxxx its books and records to evidence the interests granted to Purchaser hereunder. Seller hereby pledges, assigns and grants to Purchaser as further security for the benefit of the Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary Seller’s obligations to comply with the entitlement order of any Person other than the Collateral Agent; provided thatPurchaser hereunder, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 continuing first priority security interest in that portion and Lien upon any Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the rights and remedies of a “secured party” under 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; Uniform Commercial Code with respect to Collateral that constitutes a Certificated Securitythereto (such pledge, such certificated security has been delivered to the Collateral Custodian and“Related Credit Enhancement”). For purposes of this Agreement, 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 Lessee hereby grants to Lessor, to secure the payment and performance in full of all of Lessee's obligations under the Lease, a security interest in all Equipment acquired or to be acquired pursuant to this Agreement creates a valid in which Lessee may now or hereafter have rights, and continuing Lien on the Collateral in favor all parts, accessories, accessions and attachments thereto, and all replacements, substitutions and exchanges (including trade-ins) for such goods, together with proceeds of all of the Collateral Agentforegoing, on behalf including goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations (the Secured Parties, which "Collateral"). If the Equipment is to be subject to a Lease Schedule designated as a "True Lease Schedule," the foregoing grant of a security interest is validly perfected under Article 9 made on a precautionary basis and shall not of the UCC, and is enforceable as such against creditors of and purchasers from such Loan Party; itself be a factor in determining whether the Collateral is comprised of Instrumentssecures an obligation or whether the Lease creates a security interest. Lessee hereby irrevocably authorizes Lessor to file and record UCC financing statements, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property amendments thereto and Proceeds and such other categories of collateral under the applicable UCC as to which 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control lien recordation documents with respect to the Accounts and (c) the Accounts are not in the name of any Person other than Equipment, ratifies such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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; authorization with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered any UCC financing statements or amendments thereto prior to the Collateral Custodian anddate of any Lease, if in registered formand agrees to pay or reimburse Lessor for any filing, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian recording or in blank by an effective Indorsement stamp fees or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of taxes arising from any such Certificated Securityfilings. THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, 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 SecurityWITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.THE PARTIES HERETO CONSENT AND SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND AND THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. Dated as of: JANUARY 2, 2004 FLEET CAPITAL CORPORATION NEW JERSEY NATURAL GAS COMPANY

Security Interest. This Agreement creates a valid and continuing Lien on security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (a) Liens in favor of the Collateral Agent, on behalf Parent in respect 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 such 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 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 AssetsObligations hereunder, (b) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which there are adequate reserves on the financial statements of the Borrowers (if such Loan Party has taken all steps necessary reserves are required pursuant to enable the Collateral Agent to obtain Control with respect to the Accounts and GAAP), (c) the Accounts are not inchoate mechanics’ and materialmen’s Liens for construction in progress, (d) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the name ordinary course of business of any Person other than such Loan PartyBorrower, subject (e) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (f) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (g) Liens reflected in the Company SEC Reports, (h) the Lien described on Section 5.17 of the Company Disclosure Schedule to the Lien Merger Agreement and (i) Liens (x) of a collection bank arising under Section 4—210 of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (as defined Uniform Commercial Code on items in the Account Control Agreementcourse of collection, (y) relating to the Securities Intermediary to comply establishment of depository relations with banks, and (z) in favor of banking institutions arising as a matter of law encumbering deposits (including the entitlement order right of any Person other than set-off) and which are within the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined general parameters customary in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectivebanking industry.

Security Interest. This Applicant grants to Central Chemical a security interest (as collateral) in any and all goods purchased pursuant to this Credit Agreement creates to secure the payment of Applicant’s obligation to Central Chemical under this Agreement. Applicant also grants a security interest in any and all goods, equipment, or proceeds, including but not limited to letter-of-credit rights and accounts receivable, arising from or related to the goods purchased in this Agreement to secure payment of Applicant’s obligation to Central Chemical under this Agreement. Applicant also grants security interest in any and all goods purchased pursuant to this Credit Agreement to the terms of this Agree-ment, to secure the payment of Applicant’s obligation to Central Chemical under this Agreement. PERSONAL GUARANTEE & CONSUMER CREDIT AUTHORIZATION: For good and valuable consideration, I/we of (company name) company agree to personally assume all liabilities, present and future contracted to herein including but not limited to: all open account sales, all written and verbal contracts secured and unsecured and any other sales transaction for the duration of our business relationship with Central Chemical. The Guarantor acknowledges that this Guarantee is a Guarantee of Payment, and the Guarantor’s obligations under this Guarantee are and shall at all times continue to be absolute and unconditional in all respects, and shall at times be valid and continuing Lien enforce-able irrespective of any other agreements or circumstances of any nature whatsoever which might otherwise constitute a defense to this Guarantee and the obligations of the Guarantor under this Guarantee of the obligations of any other person or party (including, without limitation, the Customer) relating to this Guarantee or the obligations of the Guarantor hereunder. It is understood that this is a personal guaranty and not a corporate guaranty. The undersigned hereby consent(s) to Central Chemical's use of a non-business consumer credit report 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 undersigned in order to perfect further evaluate the security interest in that portion credit worthiness of the Collateral undersigned as principal(s), proprietor(s), and/or guarantor(s) in which connection with the extension of business credit as contemplated by this credit application. The undersigned hereby authorize(s) Central Chemical and its agents to utilize a security interest may be perfected by filing pursuant to Article 9 of consumer credit report on the UCC undersigned 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 UCCan individual(s) hereby knowingly consent(s) 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 use of such Certificated Security, credit report consistent with the Federal Fair Credit Reporting Act as contained 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 15 U.S.C. @ 1681 et seq. SIGNATURE(S) REQUIRED BELOW: SIGNATURE NAME (APlease Print) causing the Collateral Custodian to become the registered owner of such uncertificated security and TITLE DATE SIGNATURE NAME (BPlease Print) causing such registration to remain effective.TITLE DATE PRINT Contact: Xx Xxxxxx Email: xxxxxxx@xxxxxxxx.xxx Phone: 000-000-0000

Security Interest. This Agreement creates On or about July 5, 2005, January 6, 2006, and February 2, 2006 the Subscribers were granted a valid and continuing Lien on the Collateral security interest in favor assets of the Collateral AgentCompany and Subsidiaries (as defined in Section 5(a) of this Agreement), on behalf including ownership of the Secured PartiesSubsidiaries. The security interest was memorialized in Security Agreements. Each Subsidiary executed and delivered to the Subscribers a form of Guaranty. The Company and Subsidiaries will execute such other agreements, documents and financing statements reasonably requested by Subscribers to affirm such security agreement, which will be filed at the Company’s expense with such jurisdictions, states and counties designated by the Subscribers. The Company and Subsidiaries will also execute all such documents reasonably necessary in the opinion of Subscribers to memorialize and further protect the security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth described 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) such Loan Party has taken all steps necessary to enable the . The Subscribers appointed a Collateral Agent to obtain Control represent them collectively in connection with respect the security interest. The appointment was pursuant to a Collateral Agent Agreement. The Notes and all sums due under the Accounts Notes and the Transaction Documents (cas defined in Section 5(c) the Accounts below) are not included in the name of any Person other than such Loan Party, subject to term “Obligations” as defined in the Lien of Security Agreements and are secured by the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (as defined in the Account Control AgreementSecurity Agreements) in the Securities Intermediary same manner and having the same priority as granted to comply with the entitlement order of any Person other than Subscribers pursuant to the Collateral Agent; Security Agreements. The Subsidiaries by signing this Agreement consent and agree that the Guarantees provided thatby them on or about January 6, until 2006, include as guaranteed obligations all sums which may become due to the Collateral Agent delivers a Notice of Exclusive Control Subscribers under the Transaction Documents (as defined in Section 5(c) below). The Company and Subscribers agree that Schedule 3 hereto sets forth as of the Account Control Agreement)date stated therein, such Loan Party may, or may cause the Servicer principal and interest outstanding on Notes issued by the Company to cause cash the Subscribers which are included as “Obligations” under various “Security Agreements” to which the Company and Subscribers are parties. Such “Obligations” include additional amounts as described in the Accounts documents and other agreements entered into in connection with such “Obligations”. The Subscribers agree that their interests in all Obligations are pari passu in proportion to their specific Obligation amounts and of equal priority with each other. The Subscribers further agree that the Additional Subscribers [as defined in Section 1(f)] will become parties to the Security Agreements and Collateral Agent Agreement in connection with the Additional Subscriber Investments [as defined in Section 1(f)] except that the Obligations owed to the Subscribers under the Transaction Documents as defined in this Agreement and the Obligations that will be invested or distributed owed to the Additional Subscribers in accordance connection with this Agreement; the Additional Subscriber Investments will be pari-passu and subordinate to all Accounts constitute Securities Accounts; other Obligations owing to the Subscribers. The Subscribers agree, and as a condition of the Additional Subscriber Investments, the Additional Subscribers must agree to execute such Loan Party owns documents and has good agreements as reasonably requested by the Subscribers to memorialize the foregoing agreements and marketable title subordination, and appoint the Collateral Agent pursuant to the Collateral free Agent. The Subscribers, Company, and clear Subsidiaries agree that the Collateral Agent Agreement dated as of February 2, 2006 is the Collateral Agent Agreement which shall govern the rights and obligations of the Subscribers and Additional Subscribers in connection with the Obligations and Additional Subscriber Investments and shall remain in full force and effect except as modified in this Agreement. The Subscribers and Additional Subscribers agree that for so long as any Lien Obligations relating to the Obligations as set forth on Schedule 3 hereto and other sums which may become Obligations which derive from such stated Obligations (other than Permitted Liens“Schedule 3 Obligations”); , remain outstanding, “Majority In Interest” as employed in the Collateral Agent Agreement shall relate only to holders of such Loan Party has taken all necessary steps to file or authorize described Obligations. After such Schedule 3 Obligations are no longer outstanding, Majority In Interest shall be determined among the filing holders of all appropriate financing statements other Obligations. As employed in this Agreement, “Subscribers” includes assignees of a Subscriber who by their signature on the proper filing office in signature pages hereto are deemed to be and become parties to the appropriate jurisdictions under Applicable Law in order to perfect Security Agreements and Collateral Agent Agreement and become beneficiaries of all the security interest in that rights and benefits of the other Subscribers and assume the corresponding obligations, and assignors who hold any 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 effectiveObligations.

Security Interest. This Agreement creates a valid The Borrowers grant to the Lender security interests in certain property, listed herein as Exhibit A ( the "Collateral" ), to secure either the debt hereunder or any guaranty thereof, and continuing Lien any and all applicable liens to sustain such security agreements, filed in respect to such Collateral. The Borrower shall execute, on the Closing Date, UCC-1 and any ancillary documents necessary to provide the Lender with acceptable methods to file first liens on the Collateral in favor the amount of $242,216 plus accrued interest on the unpaid balance thereof. Any liens securing 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (as defined Lender may be removed in parts, by the Account Control Agreement) the Securities Intermediary Lender, to comply with the entitlement order of accommodate 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 resale of the Collateral in which a security interest may be perfected part by filing pursuant to Article 9 the Purchaser, or the partial payment of this Note, without affecting the validity or availability of the UCC as in effect residual lien(s) so remaining. The Borrower shall provide the Lender with any Inter-creditor agreements required to perfect the interests of the Lender during the term of this Note and the Lender shall agree to use its best good faith efforts to cooperate in the State execution thereof to perfect the Lenders security interests and the security interests of Delaware; all original executed copies other creditors. During the term of each underlying promissory note constituting or evidencing any this Note, the interests of other creditors with security interests in the Collateral Obligation have been or, subject shall be subordinated to the delivery requirements contained herein and/or Section 18.3Lender, will be delivered but shall remain in place, so subordinated, during the term of this Note. The Borrowers shall execute 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 Lender any and all documents required to provide for the direct payment of Principal and accrued interest, if applicable, due to the Lender in this Note, from the proceeds of the underlying promissory notes that constitute funds advanced by the Laurus Fund, 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 source utilized by the Borrower for the provision of funds for their incident transaction(s) of which this loan is a part, so that the payment to the Lender shall be coincident with the availability of such Certificated Securityfunds to the Borrower, in each case to be held by and shall represent a closing item payable at the Collateral Custodian on behalf time of the Collateral Agent for the benefit of the Secured Parties; closing and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner availability of such uncertificated security and (B) causing such registration funds to remain effectivethe 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 UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor (a) have entered into the Collateral Trust Agreement, the Intercreditor Agreement and the Pledge Agreement, (b) such Loan Party has taken all steps necessary have delivered or will, on or prior to enable the Issue Date, deliver to the Collateral Trustee (or the Priority Lien Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement; ) all Accounts constitute Securities Accounts; such Loan Party owns certificates and has good other instruments and marketable title documents required under the Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); 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; Trustee and (c) have authorized or will, on or prior to the Borrower has receivedIssue Date, authorize the filing, registration and recording of all Uniform Commercial Code financing statements required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and 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 holders 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 effectiveParity Lien Obligations.

Security Interest. This Agreement creates a valid The Credit Union does not have and continuing Lien on will not retain any lien privilege or security interest (of any type) in any goods or services purchased through the Collateral in favor use of the Collateral AgentVISA Debit Card. Not withstanding any other Agreement between the Credit Union and you, 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 such 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 whether made previously or to which 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) 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 be made in the name of any Person other than such Loan Partyfuture, subject to it is specifically agreed that the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has Credit Union does 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 obtain security interest in that portion your principal dwelling (residence) for the indebtedness arising from the use of this Visa Debit Card unless a specific amendment to this agreement is made to authorize the Collateral in which Credit Union to specifically obtain such a security interest may be perfected by filing pursuant to Article 9 in your principal dwelling or unless the Credit Union obtains a money judgment against you and records it in the public records of the UCC as in effect parish where your residence is located. Each cardholder hereby pledges all shares now owned or hereafter acquired by cardholder in the State of Delaware; Credit Union and all original executed copies of each underlying promissory note constituting funds on deposit with the Credit Union and all additions and/or substitutions therefore including those monies, negotiable instruments, commercial paper, notes, credits, claims which may now or evidencing any Collateral Obligation have been or, subject hereafter be in transit 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 Credit Union or that the Collateral Custodian may now 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 hereafter be held by or left in possession or under the Collateral Custodian on behalf control of the Collateral Agent Credit Union for any purpose whatsoever which pledged property and pledge is given to secure the benefit entire outstanding balance of this account. It is specifically agreed that if any card holder defaults in any of his or her obligations hereunder or has made any misstatement or false statement connection with the application for his/her VISA Debit Card, then each undersigned cardholder hereby irrevocably authorizes the Credit Union to sell, assign, transfer and effectively deliver any or all of the Secured Parties; pledged property, share accounts or funds on deposit at a public or private sale at such time or times as the Credit Union may in its sole discretion elect without recourse to judicial proceeding and in without demand for payment, appraisement, advertisement or notice of any kind all of which each undersigned cardholder hereby waives. At any such sale, the case Credit Union itself may purchase any or all of an Uncertificated Security, by (A) causing the Collateral Custodian to pledged items and may become the registered absolute owner of such uncertificated security these items through purchase, free from any right of redemption which is hereby waived and (B) causing such registration released. Should any cardholder default in any of his or her obligations there under, the Credit Union may further directly apply any funds in any member share account or otherwise on deposit with the Credit Union directly to remain effectivethe defaulted obligation without demand for payment, notice or otherwise, or the Credit Union may freeze said funds until the defaulted obligation is cured and paid, all the Credit Union’s sole discretion and election.

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Paysafe 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Paysafe for processing by or for Merchant; (b) such Loan Party has taken accounts receivable and payment rights relating to or arising from the Merchant Agreement, including all steps necessary amounts due to enable the Collateral Agent Merchant (including any rights to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) Accounts maintained with Paysafe including the Accounts are not Reserve Account, in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent or for the benefit of, Merchant under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s Account with Paysafe or Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Paysafe or withheld by Paysafe, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Paysafe reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Paysafe (whether because the Merchant Agreement has been terminated or for any other reason), Paysafe may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Paysafe may require Merchant to furnish such Loan Party has not instructed (other and different security as defined Paysafe deems appropriate in its sole discretion to secure Merchant’s obligations under the Account Control Merchant Agreement) . Paysafe may fully or partially prohibit withdrawal by Merchant of funds from Xxxxxxxx’s Accounts maintained with Paysafe, pending Paysafe’s determination from time to time to exercise its rights as a secured party against the Securities Intermediary Accounts in partial or full payment of Merchant’s obligations to comply Paysafe. Xxxxxxxx agrees that Paysafe may file such financing statements and any other documents as may be required for Paysafe to perfect its security interest, and Xxxxxxxx will execute any other documents as may be requested by Paysafe and take such actions as Paysafe may require in connection with the entitlement order security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or lien in any of any Person other than the Collateral Agent; provided thatcollateral pledged above, until the Collateral Agent delivers and Xxxxxxxx will obtain Paysafe’s written consent before it grants a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, lien or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 pledged collateral to any Person other than person. To the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Securityextent applicable, 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 Securityany voluntary or involuntary bankruptcy or insolvency petition or proceeding, by (A) causing Merchant acknowledges and agrees that notwithstanding anything contained in this Merchant Agreement, the Collateral Custodian to become Reserve Account is separate and apart from the registered owner of such uncertificated security Merchant’s insolvency estate and (B) causing such registration to remain effectivePaysafe has a first priority thereon.

Security Interest. This Pursuant and subject to the terms of the First Forbearance Agreement creates and the Security and Collateral Agency Agreement, the Companies granted a valid and continuing Lien on security interest in the Collateral (as defined 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 such 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 First Forbearance Agreement) to which 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) 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 such Loan Partyits successors and assigns, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; First Forbearance Counterparties in accordance with their respective Pro Rata Realized Losses. With respect to the security interest granted by the Companies, (i) during the Forbearance Period, the Companies shall have full power and authority to use cash Collateral in accordance with the budget annexed hereto as Schedule 3, subject to the variances set forth therein, and to make payments to professionals of Participating Counterparties regardless of whether such Loan Party has not instructed amounts are included in the budget, and (ii) upon the expiration of the Forbearance Period, the Collateral shall be subject to a customary carveout for professional fees and other wind-down expenses as set forth more particularly in Section 7.3(c) of the Security and Collateral Agency Agreement. For the avoidance of doubt, there shall be no diminution in the right of any Participating Counterparty to the Collateral in the event such Participating Counterparty declines to extend its agreements in Section 1 at the end of the Forbearance Period. In addition, for the avoidance of doubt, as indicated in the budget annexed hereto as Schedule 3 the Companies may use up to $5,000,000 to pay outstanding deficiency claims owed to Non-Participating Counterparties under repurchase agreements and other related agreements. Pursuant to Section 5.2 of the Security and Collateral Agency Agreement, the Participating Counterparties hereby certify to the Collateral Agent that as of the date hereof, and as confirmed by AG Mortgage Investment Trust, Inc., they collectively represent the Majority Participating Counterparties (as defined in the Account Control Security and Collateral Agency Agreement) ). Pursuant to Section 4.3 and Section 5.2 of the Securities Intermediary to comply with Security and Collateral Agency Agreement, the entitlement order of any Person other than the Collateral Agent; provided that, until Participating Counterparties hereby direct the Collateral Agent delivers a Notice to execute that certain Amendment No. 1 to Intercreditor and Subordination Agreement, dated as of Exclusive Control the date hereof (“Amendment No. 1”), among Wilmington Trust as the Senior Collateral Agent (as defined in the Account Control AgreementAmendment No. 1), such Loan Party mayAG REIT Management, or may cause the Servicer to cause cash LLC as Subordinated Lender (as defined in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns Amendment No. 1), and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 orAG Mortgage Investment Trust, subject to the delivery requirements contained herein and/or Section 18.3Inc., 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 itself and 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 effectiveSeller Entities.

Security Interest. This Agreement creates With respect to the custodial account maintained with Bank by Customer, Bank shall open a valid and corresponding account on its books entitled “Special Custody Account” for Mxxxxx Sxxxxxx & Co. LLC as pledgee of “GuideMark Opportunistic Fixed Income Fund, a series of GPS Funds II ” (such account referred to herein as the "Special Custody Account"). Customer hereby grants a 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 to Broker in the UCC, collateral and is enforceable as such against creditors of any proceeds thereof and purchasers from such Loan Party; any other property in 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 Special Custody Account (the “Collateral”) to secure its obligations to Broker (the “Secured Obligations”) under the applicable UCC Institutional U.S. Listed Options Agreement dated as to which such Loan Party has complied of January 4, 2012 between Customer and Broker (the “Options Agreement”) and the ancillary agreements relating thereto. Collateral shall be released from the Special Custody Account only in accordance with its obligations as set forth herein; this agreement. Bank shall not comply with instructions and entitlement orders (“Orders”) with respect to Collateral or the Special Custody Account that constitute Security Entitlements are originated by Customer and shall comply only with Orders (aincluding Orders regarding release or substitution of Collateral) 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collateral or the Special Custody Account that are originated by Broker without further consent by Customer. Bank represents that it has not agreed to, and (c) agrees that it will not agree to, comply with Orders with respect to the Accounts are not in the name of Collateral originated by any Person person other than such Loan Party, subject to the Lien of the Collateral Agent Broker. Bank hereby agrees for the benefit of the Secured Parties; such Loan Party has not instructed (as defined Broker that any lien, security interest or encumbrance that it may now or hereafter acquire in the Account Control Agreement) the Securities Intermediary to comply with the entitlement order respect of any Person other than of the Collateral Agent; provided thatCollateral, until the Collateral Agent delivers a Notice and any right of Exclusive Control (as defined setoff, recoupment or counterclaim that it may now or hereafter acquire in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear respect of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps Collateral shall be subordinated 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 granted hereunder in that portion favor of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect Broker. If there shall arise for any reason an overdraft in the State of Delaware; all original executed copies of each underlying promissory note constituting Special Custody Account, whether in connection with an advance by Bank to settle a transaction involving the Special Custody Account or evidencing reversing any Collateral Obligation have been or, subject provisional credit to the delivery requirements contained herein and/or Section 18.3Special Custody Account, will be delivered or if such overdraft shall otherwise arise, or if there is indebtedness, or amounts owed, 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; Bank with respect to Collateral that constitutes a Certificated Securitythis agreement, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (overdraft or indebtedness shall be deemed an overdraft or indebtedness within the meaning of the UCCprimary custody agreement between Customer and Bank (the “Custody Agreement”) and Bank shall have all the rights and remedies available to it thereunder. Bank will hold the Collateral in the Special Custody Account separate and apart from any other property of Customer which may be held by Bank, subject to the Collateral Custodian interest therein of Broker as the pledgee thereof in accordance with the terms of this agreement. Bank shall not lend, rehypothecate or in blank by an effective Indorsement or has been registered in the name pledge any 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 effectiveSpecial Custody Account.

Security Interest. This The obligations to Seller under this Agreement creates and the Company Note shall be secured by all of the present and after-acquired assets of the Company, including without limitation all accounts receivable, inventory, contract rights, chattel paper, general intangibles, tangible property of every nature and description wherever located, present and future, rights to payment of money, goods, goodwill, trade secrets, documents and instruments, equipment, deposit accounts, all insurance proceeds from any policy of insurance covering any of the aforementioned collateral now owned or hereinafter acquired by Company, and products and proceeds thereof (collectively, the "Collateral"), and the Company hereby grants to Seller a valid security interest in the Collateral. The security interest granted hereunder secures the payment of the Principal Amount (plus applicable interest) in accordance with the terms and continuing Lien on conditions of this Agreement and the Company Note. The Company represents and warrants that it has the power to encumber 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect . The Company will defend any proceeding that may affect the title to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to or Seller's security interest in the Accounts Collateral, and the Securities Intermediary has agreed Company will execute any financing statements or other filings and amendments thereto requested by Seller to treat all assets credited perfect Seller's interest in the Collateral. Seller is hereby appointed the Company's attorney in fact at any time before or after default to do any act that the Accounts as Financial AssetsCompany is obligated to do under this Agreement, (b) such Loan Party has taken all steps necessary to enable collect the Collateral Agent including proceeds, to obtain Control with respect to the Accounts execute and (c) the Accounts are not file in the Company's name of any Person financing statements, other than such Loan Partyfilings and amendments thereto required to perfect Seller's security interest in the Collateral, subject and to take any other reasonable action to protect and preserve the Lien Collateral. Except as otherwise provided in this Agreement, the Company will not sell, transfer, further encumber or grant an additional security interest in or to any of the Collateral Agent for until the benefit of the Secured Parties; such Loan Party Principal Amount (plus applicable interest) has not instructed (as defined been paid, except in the Account Control Agreement) the Securities Intermediary ordinary course of business; provided, however, that Seller agrees 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 subordinate its security interest in that portion of the Collateral in which granted hereunder to a security interest may be perfected in the Collateral granted by filing pursuant the Company to Article 9 a regionally or other nationally recognized bank in connection with the financing of the UCC as in effect Company or the acquisition of additional debt, not to exceed Five Hundred Thousand Dollars ($500,000) 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 effectiveaggregate.

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-1 financing statement under such article), and is enforceable as such against creditors of and purchasers from such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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 USActive 31637433.4 -96- Control (as defined in the Account Control Agreement), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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 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 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 Agent 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 Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of such Security Entitlements have been credited the Borrower to any Secured Party, including, without limitation, the Aggregate Participation Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Initial Closing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsAdministrative Agent, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has , a continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising as of the Initial Closing Date or thereafter: all assets of the Borrower, including but not instructed (as defined limited to all right, title and interest of the Borrower in the Account Control Pledged Policies (unless and until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to comply with the entitlement order of any Person other than such Policies; all data, documents and instruments contained in the Collateral AgentPackages; provided thatand such other assets, until tangible or intangible, real or personal, as reasonably may be required by the Collateral Administrative Agent delivers a Notice to fully secure any Advances contemplated herein. All of Exclusive Control (as defined the rights and assets described in the Account Control Agreement)previous sentence are herein referred to collectively as “Collateral”; provided, such Loan Party mayhowever, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with that this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear definition of “Collateral” does not limit any Lien (other than Permitted Liens); 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 collateral that portion of the Collateral in which a security interest may be perfected by filing pursuant pledged to Article 9 of secure the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing Advances under 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 effectiveTransaction Document.

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 such Loan Party; them will enter into, any mortgages, pledges, assignments or other grants of Liens or security interests in favor of 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 Administrative Agent or the applicable UCC as to which 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, Lenders. (b) such Loan Party has taken The security interests in and Liens on the 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. 7 <PAGE> (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 and the Lenders to obtain Control with respect to exercise or enforce their rights hereunder and under the Accounts Security Documents, including executing and (c) the Accounts are not in the name of any Person other than such Loan Partydelivering financing statements, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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 thatpledges, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)designations, such Loan Party mayhypothecations, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns notices and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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, 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 effective.interests under the Uniform Commercial Code or other applicable law. ARTICLE 8

Security Interest. This Agreement creates a valid Upon (i) the Initial Purchasers’ payment for the Securities in accordance with the terms hereof and continuing Lien on (ii) the filing of the appropriate Uniform Commercial Code (“UCC”) financing statements and the taking of other actions, in each case as further described herein, in the Collateral Documents and in favor the Indenture, the security interests 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent Trustee for the benefit of the holders of the Securities and the liens on the rights of the Company and the Initial Secured Parties; such Loan Party has not instructed (as defined Guarantors in the Account Control Agreement) Collateral will be a valid and perfected security interest in all Collateral that can be perfected by the Securities Intermediary to comply with filing of a UCC-1 financing statement under the entitlement order of UCC as in effect in any Person other than applicable jurisdiction, and the Collateral Agent; provided that, until liens will have the Collateral Agent delivers a Notice of Exclusive Control (as defined priority described in the Account Control Agreement), such Loan Party may, or may cause Pricing Disclosure Package and the Servicer Final Offering Memorandum subject to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law); such Loan Party has taken all necessary steps to file or authorize . As of the Closing Date, the filing of all appropriate necessary UCC financing statements in the proper filing office offices, will have been duly made or taken and will be in full force and effect, in each case, to the appropriate jurisdictions under Applicable Law extent required by the applicable Collateral Document. As of the Closing Date, the Collateral Trustee shall have possession and control of all Collateral for which the Collateral Documents require such possession or control as of the Closing Date, in order to perfect accordance with the security interest in that portion terms of the Collateral in which a security interest may be perfected by filing pursuant Documents and subject to Article 9 the Intercreditor Agreement. Upon the due execution and delivery of the UCC Mortgages, each of the Mortgages will be effective to create a valid and perfected trust or mortgage lien, as applicable, in effect favor of the Collateral Trustee in all the right, title and interest of the Company and the Subsidiary Guarantors in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orMortgaged Property described therein, subject to Permitted Liens, and each such Mortgage, upon recording in the delivery requirements contained herein and/or Section 18.3proper recorders’ offices or appropriate public records and upon payment of the mortgage recording fees and taxes in respect thereof, will be delivered constitute constructive notice to third parties of the lien of such Mortgage and each of the trust or mortgage liens, as applicable, will have the priority described in the Pricing Disclosure Package and the Final Offering Memorandum subject to Permitted Liens. Upon recording of the Mortgages in the proper recorders’ offices or appropriate public records with respect to the Collateral Custodian; described therein constituting as-extracted collateral (as defined in the Borrower has receivedUCC) and fixtures (as defined in the UCC) (the “Mortgage Personal Property Collateral”), 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 security interests of the Collateral Agent Trustee for the benefit of the Secured Parties; none holders of the underlying promissory notes that Securities and the liens on the rights of the Company and the Subsidiary Guarantors in the Mortgage Personal Property Collateral will constitute or evidence valid, perfected security interest in the Personal Property Collateral, subject to Permitted Liens. Upon the due execution and delivery of the Control Agreements, the Collateral Obligations has any marks or notations indicating that they Trustee will 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 valid and perfected 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 interest in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securitydeposit accounts and/or securities accounts described therein, in each case 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 effectivePermitted Liens.

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 such 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 such Loan Party 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) such Loan Party has taken all steps necessary payments, rights to enable payment and other rights under contracts pursuant to which Buyer is selling the Collateral Agent to obtain Control with respect to Building(s) to, or installing 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 Loan Partyobligations, subject Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the 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; and such Loan Party has not instructed (other documents as defined in the Account Control Agreement) the Securities Intermediary may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers perfect or maintain a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 any jurisdiction where the Collateral may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid and perfected security interest in the Collateral 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 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 effectiveCollateral.

Security Interest. This Agreement creates Although the parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness hereunder and under the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Buyer a valid security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and continuing Lien all of the Mortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements relating to the Purchased Mortgage Loans, (viii) the Income Account (together with all interest on the Collateral in favor Income Account, all modifications, extensions and increases of the Collateral AgentIncome Account, and all sums now or at any time hereafter on behalf deposit in the Income Account or represented by the Income Account), and (ix) all proceeds of the Secured Partiesforegoing. Seller hereby authorizes Buyer to file such financing statements relating to the Mortgage Assets as Buyer may deem appropriate, which security interest is validly perfected and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer reasonably deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize upon the Mortgage Assets. Seller shall pay all out-of-pocket fees and expenses reasonably incurred by Seller in connection with perfecting such Liens including, without limitation, the cost of filing financing statements and amendments under Article 9 of the UCC, registering each Purchased Mortgage Loan with MERS and is enforceable as such against creditors of and purchasers from such 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 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) 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 such Loan Party, subject to the Lien recording assignments of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed (Mortgages as defined and when required by Buyer 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectivesole discretion.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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 Agreement creates a valid To secure the payment and continuing Lien on the Collateral in favor performance of all of the Collateral AgentObligations when due, on behalf of the Secured Parties, which Borrower hereby grants to GBC a security interest is validly perfected under Article 9 in all of Borrower's interest in the UCCfollowing, whether now owned or hereafter acquired, and is enforceable as such against creditors of and purchasers from such Loan Party; wherever located (collectively, the Collateral is comprised of Instruments"Collateral"): All Inventory, Security EntitlementsEquipment, General Intangibles, Certificated Securities, Uncertificated Securities, Securities AccountsReceivables, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) General Intangibles*, including, without limitation, all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat Borrower's Deposit Accounts, all assets credited to the Accounts as Financial Assetsmoney, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 collateral in which GBC is granted a security interest may be perfected by filing pursuant to Article 9 any other present or future agreement, all property now or at any time in the future in GBC's possession, and all proceeds (including proceeds of any insurance policies, proceeds of letters of credit, proceeds of proceeds and claims against third parties), all products of the UCC foregoing, and all books and records related to any of the foregoing. * GBC'S SECURITY INTEREST IN ANY PRESENT OR FUTURE TECHNOLOGY (INCLUDING PATENTS, TRADE SECRETS, AND OTHER TECHNOLOGY) SHALL BE SUBJECT TO ANY LICENSES OR RIGHTS NOW OR IN THE FUTURE GRANTED BY THE BORROWER TO ANY THIRD PARTIES IN THE ORDINARY COURSE OF BORROWER'S BUSINESS; PROVIDED THAT IF THE BORROWER PROPOSES TO SELL, LICENSE OR GRANT ANY OTHER RIGHTS WITH RESPECT TO ANY MATERIAL TECHNOLOGY OF BORROWER IN A TRANSACTION THAT, IN SUBSTANCE, CONVEYS A MAJOR PART OF THE ECONOMIC VALUE OF THAT TECHNOLOGY, GBC SHALL FIRST BE REQUESTED TO RELEASE ITS SECURITY INTEREST IN THE SAME, AND GBC MAY WITHHOLD SUCH RELEASE IN ITS REASONABLE DISCRETION. TRANSFERS OF TECHNOLOGY PURSUANT TO THE Language indicated as in effect being shown by strike out 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 typeset document 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 enclosed 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 brackets [ * ] in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securityelectronic format. 2 GREYROCK BUSINESS CREDIT LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- SETTLEMENT AGREEMENT BETWEEN BORROWER AND DIGITAL EQUIPMENT CORPORATION DATED DECEMBER 4, 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 effective1992 SHALL NOT REQUIRE THE CONSENT OF GBC.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the 132 Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from such 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 Additional First-Lien Secured Parties (as to which 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 defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than such Loan Partythis Indenture and of the Notes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes, equally and ratably with all Indebtedness owing under the Senior Credit Facilities and the 2023 Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary Notes, superior 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); 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. This The due and punctual payment of the principal of, premium (if any), and interest (including PIK Interest) on, the Underlying Tranches when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any), and interest (including PIK Interest) on, the Underlying Tranches and performance of all other Obligations of the Company and the Subsidiary Guarantors, according to the terms hereunder, the Note Guarantees and under the other Security Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of any Securities, consents and agrees to the terms of the Security Documents, the Arazi/Lancaster Collateral Agreement creates a valid and continuing Lien on the Intercreditor Agreement (including, in each case, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, to the ranking of the Liens provided for in the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as applicable, that it will take no actions contrary to the provisions of the Intercreditor Agreement or the Arazi/Lancaster Collateral Agreement and to the appointment of Wilmington Trust, National Association as Trustee under this Indenture and as Collateral Trustee under the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement. Each Holder and the Trustee directs the Collateral Trustee to enter into the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement and each Security Document, in each case, as collateral trustee for the Secured Parties or Arazi/Lancaster Secured Parties, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder directs the Trustee to enter into the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as trustee for the Holders, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors consent and agree to be bound by the terms of the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective obligations thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Underlying Tranches. The Company hereby agrees that the Collateral Trustee shall hold 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent trust for the benefit of the all Secured Parties or Arazi/Lancaster Secured Parties; 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 applicable, the Collateral Agent; provided that, until Trustee and the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 SecurityTrustee, in each case pursuant to be held by the Security Documents, the Arazi/Lancaster Collateral Custodian on behalf of Agreement and 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 effectiveIntercreditor Agreement.

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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of such Security Entitlements have been credited the Borrower to any Secured Party, including, without limitation, the Aggregate Participation Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Initial Closing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsAdministrative Agent, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has , a continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising as of the Initial Closing Date or thereafter: all assets of the Borrower, including but not instructed (as defined limited to all right, title and interest of the Borrower in the Account Control Pledged Policies (unless and until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account, the Borrower Account and any other account of the Borrower; reserve accounts; escrow SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT, AMONG WHITE EAGLE ASSET PORTFOLIO, LP, IMPERIAL FINANCE & TRADING, LLC, LAMINGTON ROAD BERMUDA LTD., LNV CORPORATION AND CLMG CORP. agreements and related books and records; the rights under any purchase agreements relating to comply such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. Each of the Borrower, Imperial and the Portfolio Manager, on behalf of itself and each of its Affiliates, hereby acknowledges and agrees that each of the collateral assignments that were previously filed with Issuing Insurance Companies in connection with the entitlement order of any Person Red Falcon Credit Facility, shall remain on file in full force and effect with such Issuing Insurance Companies, that all references to CLMG Corp. therein shall be deemed to refer to CLMG Corp. in its capacity as the Administrative Agent under this Agreement and the other than the Collateral Agent; provided thatTransaction Documents, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title shall relate to the Collateral free applicable Policies pledged hereunder in connection with the Additional Policy Advance made on December 29, 2016 and clear of any Lien (other than Permitted Liens); 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 terms and conditions of this Agreement and the other Transaction Documents to secure 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; Borrower’s obligations hereunder 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 effectivethereunder.

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 such Loan Party; the Co‐Borrowers. (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 such Loan Party each Co‐Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(dd). (aiii) all Each 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 as Financial Assets, (b) 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 Interest Reserve Account is not in the name of any Person other than such Loan Partyany Co‐Borrower, subject to Permitted Liens and the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; such Loan Party has not instructed . (iv) Each of the Collection Account and the Interest Reserve Account constitutes a “securities account” or “deposit account”, as applicable, as defined in the Account Control Agreementapplicable UCC. (v) Kudu, the Securities Intermediary to comply with applicable banking institution and the entitlement order Administrative Agent, on behalf of any Person other than the Collateral Agent; provided thatSecured Parties, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in have entered into the Account Control Agreement), such Loan Party may, or may cause Agreement with respect to each of the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns Collection Account and Interest Reserve Account. (vi) Each Co‐Borrower has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 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 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; 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) Purchaser and each Seller Counterparty intends that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets (other than as described in Article 21(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event that a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller Counterparties of all of such Security Entitlements have been credited Seller Counterparties’ obligations to Purchaser under the Accounts Transaction Documents and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsTransactions entered into hereunder, (b) 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 or in the name event that a transfer of any Person other than a Purchased Asset is otherwise ineffective to effect an outright transfer of such Loan PartyPurchased Asset to Purchaser, each Seller Counterparty hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the Lien terms and conditions of this Agreement, to Purchaser to secure the payment of the Collateral Agent Repurchase Price and the Swingline Repayment Amounts on all Transactions to which a Seller Counterparty is a party and all other amounts owing by Seller Counterparties to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 25, and under the other Transaction Documents (collectively, the “Repurchase Obligations”). Without limiting the generality of the foregoing and for the benefit avoidance of the Secured Parties; such doubt, if any determination is made that any Mezzanine Loan Party has which is a Purchased Asset was not instructed (as defined in the Account Control sold by Seller Counterparties to Purchaser pursuant to this 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), such Loan Party may, or may cause that mezzanine loans do not qualify for the Servicer safe harbor treatment provided by the Bankruptcy Code, then each Seller Counterparty hereby pledges, assigns and grants to cause cash in the Accounts Purchaser as further security for Seller Counterparties’ obligations to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 Purchaser hereunder, a continuing first priority security interest in that portion and Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the rights and remedies of a “secured party” under 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; Uniform Commercial Code with respect to Collateral that constitutes a Certificated Securitythereto (such pledge, such certificated security has been delivered to the Collateral Custodian and“Related Credit Enhancement”). For purposes of this Agreement, 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 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 such 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 such Loan Party 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 preengineered 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) such Loan Party has taken all steps necessary payments, rights to enable payment and other rights under contracts pursuant to which Buyer is selling the Collateral Agent to obtain Control with respect to Building(s) to, or installing 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 Loan Partyobligations, subject Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the 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; and such Loan Party has not instructed (other documents as defined in the Account Control Agreement) the Securities Intermediary may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers perfect or maintain a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 any jurisdiction where the Collateral may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to establish and maintain a valid and perfected security interest in the Collateral 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 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 effectiveCollateral.

Security Interest. This Agreement creates As security for the performance of Borrower’s Obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby assigns, transfers, grants and conveys to Bank a valid continuing, first priority lien and continuing Lien on security interest in all of its right, title and interest in all of its securities accounts (collectively, the Collateral “Securities Account”) (including all financial assets from time to time held in favor the Securities Account(s)) established at MLPF&S and/or MLTC that have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of Pledgor’s right, title and interest in and to all monies, debts, claims, securities, securities entitlements, financial assets, investment property and other property deposited by Pledgor with or owed or owing to Pledgor by Bank or any member of the Collateral AgentXxxxxxx Xxxxx Group. Pledgor may, on behalf by notice to Bank or Xxxxxxx Xxxxx Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s, MLPF&S’ and MLTC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are subject to Bank’s lien and security interest under this Agreement. Bank’s lien and security interest also includes all proceeds of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCforegoing, and is enforceable as all proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral . Terms used herein 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 Uniform Commercial Code as in effect in the State of Delaware; New York (the “UCC”) shall have the meanings assigned to them in the UCC. Pledgor will take all original executed copies actions that Bank requests or that are reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or Xxxxxxx Xxxxx Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is managed by a trustee of each underlying promissory note constituting or evidencing any Collateral Obligation have been ora trust and/or an investment manager, subject the trustee and/or investment manager to whom discretionary investment authority is delegated may, to the delivery requirements contained herein and/or Section 18.3, will be delivered extent permitted by the trust or relevant advisory agreement pertaining to the Collateral Custodian; investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Borrower has receivedSecurities Account so long as all securities and other financial assets that are purchased, or subject and the proceeds of sales, are credited to the delivery requirements contained herein will receiveSecurities Account; and Bank may allow the trustee and/or investment manager discretion to determine which financial assets shall be sold in the event Bank elects to liquidate the financial assets in the Securities Account, so long as the trustee and/or investment manager acts promptly to facilitate the liquidation. If a written acknowledgment from Notice of Exclusive Control (described below) is delivered, Bank may in its sole discretion elect to terminate the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf ability of the Collateral Agent for trustee and/or investment manager to execute transactions in the benefit Securities Account. Pledgor agrees to maintain financial assets in the Securities Account that have a value at least equal to the amount required by Bank from time to time (the “Maintenance Requirement”). The Maintenance Requirement shall be determined by Bank in its sole discretion. In its sole discretion, Bank shall determine from time to time the types of financial assets that may be maintained in the Secured Parties; none of Securities Account and used as collateral under this Agreement. Free credit balances in the underlying promissory notes that constitute Securities Account may be deposited in such accounts as Bank may permit from time to time. Bank may provide MLPF&S and/or MLTC with entitlement orders 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; instructions with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered the Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of any Loan Party or any other person. MLPF&S and MLTC are not under any duty to inquire as to the Collateral Custodian and, if in registered form, basis for such instructions. Each Loan Party acknowledges that Bank has been specially Indorsed (within the meaning of the UCC) ultimate control over all instructions made with respect to the Collateral Custodian Securities Account and if there is a conflict between the instructions Bank and Pledgor give to MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any and all notices, confirmations and statements of account for the Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and all information in its possession or control relating to the Securities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in blank effect. So long as Bank has not delivered a Notice of Exclusive Control, MLPF&S and/or MLTC may comply with trading instructions from Pledgor (including any authorized agent) as well as any investment manager without further consent by an effective Indorsement or has been registered Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, Securities Account monthly but only if in each case to be held by the Collateral Custodian on behalf value of the Collateral Agent financial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account initiated by Pledgor (including but not limited to Visa card purchases and cash advances, electronic funds transfers, Fedwires, and check writing) if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continues to satisfy Bank’s Maintenance Requirement. Pledgor also agrees that transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. If there is a trustee and/or an investment manager (or authorized agent appointed by Pledgor) with respect to the Securities Account, Bank agrees that periodic payment of normal trustee, advisory and service fees from assets in the Securities Account to the trustee and/or investment manager or agent are permitted without Bank’s consent so long as no Loan Party is in breach of this Agreement. In the Bank’s sole discretion and in any event when a Remedy Event has occurred or is in existence, Bank may at any time notify MLPF&S and/or MLTC, orally or in writing, of its exclusive control in the Securities Account (such notice, “Notice of Exclusive Control”). MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however, either of MLPF&S’s or MLTC‘s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the case may be. Neither MLPF&S nor MLTC will be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will be liable to any Loan Party for complying with a Notice of Exclusive Control or any instructions from Bank. MLPF&S and MLTC have no duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in effect, each of MLPF&S and MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in the future, against property in the Securities Account, except that each of MLPF&S and MLTC will retain a prior lien on property in the Securities Account to secure payment for property purchased for the benefit of Securities Account and to collect normal commissions and fees for the Secured Parties; Securities Account. This Agreement does not create any obligations for MLPF&S, MLTC or Xxxxxxx Xxxxx Group except for those expressly set forth in this Agreement. Pledgor, MLPF&S, MLTC and in Bank acknowledge that this Agreement supplements Pledgor’s Securities Account agreement and/or Advisory Agreement with MLPF&S and/or MLTC, as the case of an Uncertificated Securitymay be, by (A) causing with respect to the Collateral Custodian to become the registered owner of Securities Account and does not abridge any rights that MLPF&S and/or MLTC might otherwise have other than those expressly noted herein. If there is any inconsistency between this Agreement and such uncertificated security and (B) causing such registration to remain effectiveSecurities Account agreement and/or Advisory Agreement, this Agreement shall control.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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. This Agreement creates a valid Borrower hereby pledges and grants to Lender an irrevocable and continuing Lien on first-priority security interest in all of its right, title, and interest in and to the Collateral (as such term is defined below), to secure the prompt payment and performance of all of Borrower’s present and future debts, obligations, and liabilities of whatever nature to Lender, including, without limitation, all obligations of Borrower arising from or relating to this Note. Bxxxxxxx hereby agrees to execute and deliver such further documentation and take such further actions as Lxxxxx may request in favor order to enforce and protect the aforesaid security interest, including, without limitation, one or more account control agreements by and among the Borrower, Lender and any bank where the Borrower maintains any deposit accounts that are subject to Lxxxxx’s security interest hereunder. Borrower hereby authorizes Lxxxxx to notify any account debtor on any accounts that are the subject of Lxxxxx’s security interest hereunder of the existence of Lxxxxx’s interest and further, such notices may direct that after an Event of Default, any further payments shall be made directly to Lender. Bxxxxxxx authorizes Lxxxxx to collect and enforce any of the Collateral, with the proceeds to be applied to the indebtedness outstanding hereunder, without liability to Borrower in connection with any such collection or enforcement and provided Borrower shall pay costs incurred by Lxxxxx, including reasonable attorneys’ fees and costs, for such collection and enforcement. Borrower hereby authorizes Lender to perfect its security interest in the Collateral including, without limitation, filing, amending, and renewing one or more UCC-1 Financing Statements or continuation statements in respect thereof, and amendments thereto, relating to all or any part of the Collateral Agent, on behalf without the prior approval or signature of the Secured PartiesBorrower where permitted by law and at Borrower’s expense. Without first obtaining Lxxxxx’s prior written consent and so long as any amounts under this Note or the Agreement remain owing, which security interest is validly perfected under Article 9 of the UCCBorrower shall not move, and is enforceable as such against creditors of and purchasers from such Loan Party; sell, transfer, assign, dispose, or encumber the Collateral is comprised outside the ordinary course 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 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) such Loan Party has taken all steps necessary to enable Borrower’s business. Borrower shall adequately insure 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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; full replacement value and in the case of conformity with industry standard practices and shall list Lender as 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 effectiveadditional insured.

Security Interest. This Agreement creates As security for the performance of Borrower’s obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby assigns, transfers, grants and conveys to Bank a valid continuing, first priority lien and continuing Lien on security interest in one or more securities account(s) (collectively, the Collateral “Securities Account”) (including all financial assets from time to time held in favor the Securities Account(s)) established at MLPF&S and/or MLTC that have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of Pledgor’s right, title and interest in and to all monies, debts, claims, securities, securities entitlements, financial assets, investment property and other property deposited by Xxxxxxx with or owed or owing to Pledgor by Bank or any member of the Collateral AgentXxxxxxx Xxxxx Group. Pledgor may, on behalf by notice to Bank or Xxxxxxx Xxxxx Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s, MLPF&S’ and MLTC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are subject to Bank’s lien and security interest under this Agreement. Bank’s lien and security interest also includes all proceeds of the Secured Partiesforegoing, which and all proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such Securities Accounts. Xxxxxxx will take all actions that Bank requests or that are reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or Xxxxxxx Xxxxx Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is validly perfected under Article 9 managed by a trustee of a trust and/or an investment manager, the UCCtrustee and/or investment manager to whom discretionary investment authority is delegated may, to the extent permitted by the trust or relevant advisory agreement pertaining to the investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Securities Account so long as all securities and other financial assets that are purchased, and is enforceable as such against creditors the proceeds of and purchasers from such Loan Party; the Collateral is comprised of Instrumentssales, 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 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 are credited to the Accounts Securities Account; and Bank may allow the trustee and/or investment manager discretion to determine which financial assets shall be sold in the event Bank elects to liquidate the financial assets in the Securities Intermediary has agreed Account, so long as the trustee and/or investment manager acts promptly to treat all assets credited to facilitate the Accounts as Financial Assets, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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 liquidation. If a Notice of Exclusive Control (as defined described below) is delivered, Bank may in its sole discretion elect to terminate the ability of the trustee and/or investment manager to execute transactions in the Account Control Agreement), such Loan Party may, or may cause the Servicer Securities Account. Pledgor agrees to cause cash maintain financial assets in the Accounts Securities Account that have a value at least equal to the amount required by Bank from time to time (the “Maintenance Requirement”). The Maintenance Requirement shall be invested or distributed determined by Bank in accordance with its sole discretion. In its sole discretion, Bank shall determine from time to time the types of financial assets that may be maintained in the Securities Account and used as collateral under this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps to file or authorize the filing of all appropriate financing statements . Free credit balances 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 Securities Account may be perfected by filing pursuant deposited in such accounts as Bank may permit from time to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting time. Bank may provide MLPF&S and/or MLTC with entitlement orders 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; instructions with respect to Collateral that constitutes a Certificated Securitythe Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of Borrower, such certificated security has been delivered Pledgor or Guarantor. MLPF&S and MLTC are not under any duty to inquire as to the Collateral Custodian andbasis for such instructions. Borrower, Pledgor and Guarantor each acknowledge that Bank has ultimate control over all instructions made with respect to the Securities Account and if there is a conflict between the instructions Bank and Pledgor give to MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any and all notices, confirmations and statements of account for the Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and all information in registered form, its possession or control relating to the Securities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has been specially Indorsed entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in effect. MLPF&S and/or MLTC may comply with trading instructions from Pledgor (within including any authorized agent) as well as any investment manager without further consent by Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the meaning Securities Account monthly but only if the value of the UCCfinancial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account initiated by Pledgor (including but not limited to Visa card purchases and cash advances, electronic funds transfers, Fedwires, and check writing) if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor also agrees that transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. If there is a trustee and/or an investment manager (or authorized agent appointed by Pledgor) with respect to the Collateral Custodian Securities Account, Bank agrees that periodic payment of normal trustee, advisory and service fees from assets in the Securities Account to the trustee and/or investment manager or agent are permitted without Bank’s consent so long as Borrower, Pledgor and Guarantor are not in breach of this Agreement. In the event that Borrower, Pledgor or Guarantor breach this Agreement, Bank may at any time deliver to MLPF&S and/or MLTC a “Notice of Exclusive Control” in a form Bank deems necessary. MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however, either of MLPF&S’s or MLTC ‘s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the case may be. Neither MLPF&S nor MLTC will not be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will not be liable to Borrower, Pledgor or Guarantor for complying with a Notice of Exclusive Control or any instructions from Bank. MLPF&S and MLTC have no duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in effect, each of MLPF&S and MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in blank by an effective Indorsement or has been registered the future, against property in the name Securities Account, except that each of MLPF&S and MLTC (greater certainty, only to the extent it is acting solely on its behalf as custodian of the Collateral Custodian upon original issue Securities Account and not as a Borrower, Pledgor or registration of transfer by Guarantor hereunder) will retain a prior lien on property in the Borrower of such Certificated Security, in each case Securities Account to be held by the Collateral Custodian on behalf of the Collateral Agent secure payment for property purchased for the benefit of Securities Account and to collect normal commissions and fees for the Secured Parties; Securities Account. This Agreement does not create any obligations for MLPF&S, MLTC or Xxxxxxx Xxxxx Group except for those expressly set forth in this Agreement. Pledgor, MLPF&S, MLTC and in Bank acknowledge that this Agreement supplements Pledgor’s Securities Account agreement and/or Advisory Agreement with MLPF&S and/or MLTC, as the case of an Uncertificated Securitymay be, by (A) causing with respect to the Collateral Custodian to become the registered owner of Securities Account and does not abridge any rights that MLPF&S and/or MLTC might otherwise have other than those expressly noted herein. If there is any inconsistency between this Agreement and such uncertificated security and (B) causing such registration to remain effectiveSecurities Account agreement and/or Advisory Agreement, this Agreement shall control.

Security Interest. This Agreement creates Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness hereunder and under the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Buyer a valid security interest in the Mortgage Assets in which such Seller (individually or collectively with the other Seller) has rights or power to transfer rights and continuing Lien on the Collateral in favor all of the Collateral Mortgage Assets in which such Seller (individually or collectively with the other Seller) later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all related Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note or eMortgage Note (as the case may be) and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the related Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent such Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) the Closing Protection Letters to the extent Seller’s rights thereunder relate to Mortgage Loans whose Originations were funded or intended to be funded in whole or in part with funds transferred by Buyer to the related Settlement Agent, on behalf (viii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans, and (ix) all proceeds of the Secured Partiesforegoing, including, without limitation, to the extent constituting proceeds of the foregoing, all mortgage backed securities, and the right to have and receive such mortgage backed securities when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Xxxxx, irrespective of whether such Purchased Mortgage Loans have been released from this security interest is validly perfected interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as such Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize upon the Mortgage Assets. Seller agree, jointly and severally, to pay all fees and expenses associated with perfecting such Liens including, without limitation, the cost of filing financing statements and amendments under Article 9 of the UCC, registering each Purchased Mortgage Loan with MERS and is enforceable as such against creditors of and purchasers from such 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 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) 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 such Loan Party, subject to the Lien recording assignments of the Collateral Agent for Mortgages and registering each related eNote on the benefit of MERS® eRegistry and initiating transfers, loan data updates and other actions on the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 SecurityMERS® eRegistry, in each case to be held as and when required by the Collateral Custodian on behalf Buyer in its sole discretion. The Parties intend that this Section 6(a) is “a security agreement or arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the Collateral Agent for Bankruptcy Code, related to the benefit of repurchase agreement and securities contract established and evidenced by this Agreement and 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 effectiveTransactions hereunder.

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-1 financing statement under such article), and is enforceable as such against creditors of and purchasers from such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the 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 18.318.7, 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 USActive 57084911.14 -91- 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 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 Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effectiveeffective or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

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 9), and is enforceable as such against creditors of and purchasers from such Loan Partythe 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 such Loan Party 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 Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial AssetsAssets and that any cash credited to the Accounts shall be held in the related Deposit Account that forms part of such Account and which the Securities Intermediary has agreed shall be maintained as, “deposit accounts” as defined in Section 9-102 of the UCC, (b) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 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. This Agreement creates a valid (a) As security for the payment or performance, as the case may be, in full of the Term Loan Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and continuing Lien on transfers to the Collateral in favor Agent for the ratable benefit of the Secured Parties that are Term Lenders, and hereby grants to the Collateral AgentAgent for the ratable benefit of the Secured Parties that are Term Lenders, on behalf a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral. In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit 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 such 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 hereby grants to which 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the ratable benefit of the Secured Parties, a second priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral; such provided that the Liens granted pursuant to this sentence shall be subject and subordinate to the Liens granted to secure the Term Loan Party has not instructed Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (as defined in the Account Control Agreementi) the Securities Intermediary subject to comply with the entitlement order of any Person other than clause (iv) below, all the Collateral Agent; provided that, until shall ratably secure all the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer Obligations subject to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien their respective priorities (other than Permitted LiensObligations constituting Exempted Indebtedness); such Loan Party has taken , (ii) subject to clause (iv) below, all necessary steps the Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to file or authorize clause (iv) below, all the filing of all appropriate financing statements in Restricted Collateral shall also secure the proper filing office in Restricted Secured Indebtedness and (iv) the appropriate jurisdictions under Applicable Law in order foregoing clauses shall not be construed to perfect affect the security interest in that portion priority of the Collateral in which a security interest may be perfected by filing pursuant Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder 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 orsecure Other Obligations, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered extent such Obligations are secured by the same Collateral after giving effect to the Collateral Custodian; foregoing clauses. The Liens granted hereunder to secure the Borrower has received, or subject Term Loan Obligations and the Other Obligations are collectively referred to herein as 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”.

Security Interest. This Agreement creates Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid security interest in the Purchased Mortgage Loans, the Records, and continuing Lien on all related servicing rights, the Collateral Facility Agreements (to the extent such Facility Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income relating to the Purchased Mortgage Loan, all Blocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to the Purchased Mortgage Loan, accounts (including any interest of Seller in favor escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCPurchased Mortgage Loans, and is enforceable as such against creditors of any proceeds (including the related securitization proceeds) and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; distributions with respect to Collateral that constitute Security Entitlements any of the foregoing and any other property, rights, title or interest as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances described herein, whether now owned or hereafter acquired, now existing or hereafter created (a) all of collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such Security Entitlements have been credited documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Accounts and Repurchase Assets without the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) 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 such Loan Party, subject to the Lien signature of the Collateral Agent for Seller, as the benefit of the Secured Parties; 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 thatBuyer, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)at its option, such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps to file or authorize deem appropriate. The Seller shall pay the filing of all appropriate costs for any financing statement or 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 prepared 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 effectivethis Section.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor In consideration of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCcovenants and ------------------- agreements contained herein, and is enforceable as such against creditors of and purchasers from such Loan Party; the Collateral is comprised of Instrumentsa material consideration to Landlord for entering into this Lease, 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 Tenant hereby unconditionally grants to which 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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 Landlord a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 continuing security interest in that portion and to all personal property owned (not leased) by Tenant and located or left at the Leased Premises and the Security Deposit, if any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of Landlord, by or for the Collateral account of Tenant, together with any increase in which a profits or proceeds from such property. The security interest granted to Landlord hereunder secures payment and performance of all obligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Commonwealth of Virginia Uniform Commercial Code and otherwise available at law or in equity, including, but not limited to, the right to retain as damages the personal property, Security Deposit and other funds held by Landlord, without additional notice or demand regarding this security interest. Tenant agrees that it will execute such other documents or instruments as may be perfected by filing pursuant reasonably necessary to Article 9 carry out and effectuate the purpose and terms 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 receivedthis Section, or subject as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Tenant's failure to execute such documents within ten (10) business days after written demand shall constitute a material default by Tenant hereunder. Tenant hereby waives any rights it may have under the delivery requirements contained herein will receiveCommonwealth of Virginia Uniform Commercial Code which are inconsistent with Landlord's rights under this Section. Landlord's rights under this Section are in addition to Landlord's rights under Sections 11 and 14. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 27(E), 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 pledgedTHE SECURITY INTEREST GRANTED BY TENANT TO LANDLORD SHALL BE SUBORDINATE TO THE SECURITY INTEREST, 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 SecurityIF ANY, such certificated security has been delivered to the Collateral Custodian andGRANTED TO TENANT'S LENDERS IN THE ORDINARY COURSE OF TENANT'S BUSINESS. AT TENANT'S REQUEST, if in registered formLANDLORD SHALL, has been specially Indorsed WITHIN TEN (within the meaning of the UCC10) 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 SecurityDAYS OF RECEIPT OF ANY SUCH LIEN WAIVER FROM TENANT, 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 SecurityEXECUTE A LIEN WAIVER, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveTHE FORM OF WHICH SHALL BE REASONABLY SATISFACTORY TO LANDLORD, WAIVING LANDLORD'S SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN ANY SUCH LIEN WAIVER.

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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of such Security Entitlements have been credited the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsAdministrative Agent, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has , a continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not instructed (as defined limited to all right, title and interest of the Borrower in the Account Control Agreement) Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities Intermediary to comply with the entitlement order Intermediary, in its capacity as owner 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 record of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of Pledged Policies, and 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 Collection Account, the Reserve Account, the Payment Account, the Policy Account and any other account of the Borrower has received(excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, or subject to the delivery requirements documents and instruments contained herein will receive, a written acknowledgment from in the Collateral Custodian that Packages; the Collateral Custodian Borrower/Parent Note; the Second Borrower/Parent Note; and such other assets, tangible or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf intangible, real or personal of the Collateral Agent for the benefit Borrower. All 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 rights and assets described in the name previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAdvances under any other Transaction Document. GWG DLP Funding IV, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; LLC Fifth Amended and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Restated Loan and (B) causing such registration to remain effective.Security Agreement

Security Interest. This Agreement creates a valid Each Seller hereby grants, collaterally assigns and continuing Lien on pledges to 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 UCC, and is enforceable as such against creditors of and purchasers from such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of each Buyer Entity, as security and margin for the Secured Parties; such Loan Party has not instructed (as defined payment and performance of all Obligations of each Seller to any Buyer Entity 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 Buyer Group a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 all of such Seller’s rights, interests and title, if any, to in or under the Collateral following, whether now owned or hereafter acquired, now existing or hereafter created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in which a security interest may be perfected by filing the Buyer Group pursuant to Article 9 of the UCC as a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting any such account or evidencing any Collateral Obligation have been orotherwise held, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has receivedor carried by or through, or subject to the delivery requirements control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and any related Program Agreements, including, without limitation, all rights of any Seller in any obligation of any Buyer Entity in the Buyer Group and all rights of any Seller in or to any Activity in connection with a Governing Agreement or any related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of or distributions on any of the foregoing (collectively, clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein will receiveand constitutes Margin hereunder. In addition to any other provisions, a written acknowledgment from obligations or understandings of the Collateral Custodian Sellers under any Governing Agreement, or 4 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and agrees that the Collateral Custodian foregoing grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement or its bailee elsewhere) for any Seller’s Obligations. Without limiting the characterization of this Agreement as a master netting agreement, the grant herein is holding each underlying promissory note evidencing intended to constitute a Collateral Obligation solely on behalf security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), 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 effectiveBankruptcy Code. Section 3.

Security Interest. This To secure the prompt payment and performance to Lender of all of the Obligations, Borrower hereby grants to Lender a continuing security interest in the Collateral. Borrower is not authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (i) the sale of finished inventory in the Borrower’s usual course of business; (ii) the use, payment or transfer of cash for the purchase of goods and services in a manner not otherwise prohibited by the terms of this Agreements or the related documents and other uses, payments and transfers of cash that are not prohibited by the terms of this Agreement creates a valid or any related document; (iii) sales or transfers of unneeded, worn out or obsolete Equipment; and continuing Lien on (v) in connection with the granting of Permitted Liens and the making of Permitted Investments. Borrower agrees to sign any instruments and documents requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. Borrower shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens. Borrower hereby pledges to Lender and grants to Lender a security interest in favor Borrower’s deposit account #XXXXX3543 held at Lender into which the Term Loan shall be funded and which shall, at all times have a minimum aggregate balance equal to 115% 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 such 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 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control total amounts owing with respect to the Accounts Term Loan, together with all proceeds and (c) the Accounts are not in the name of any Person substitutions thereof, all interest paid thereon, and all other than such Loan Party, subject to the Lien cash and noncash proceeds of the Collateral Agent foregoing (all hereinafter called the “Pledged Collateral”), as security for the benefit prompt performance of the Secured Parties; such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary all of Borrower’s Obligations 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps Lender. Borrower authorizes Lender to file such financing statements, and take such other actions as Lender determines from time to time may be necessary 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 granted hereunder. Prior to the occurrence of an Event of Default, such account shall not be restricted and shall be under the Collateral in which a security interest may be perfected by filing pursuant to Article 9 control of Borrower. After the UCC as in effect occurrence and during the continuance of an Event of Default, all amounts held in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject Pledged Account shall be deemed restricted and under Lender’s sole control and shall be applied to the delivery requirements contained herein and/or Section 18.3payment of any Obligations, will be delivered to the Collateral Custodian; the Borrower has received, whether then due 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 Securitynot, in each case to be held by the Collateral Custodian on behalf such order or at such time of the Collateral Agent for the benefit of the Secured Parties; and application as Lender may determine 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 effectiveits sole discretion.

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) such Loan Party has taken accounts receivable and payment rights relating to or arising from the Merchant Agreement, including all steps necessary amounts due Merchant (including any rights to enable the Collateral Agent to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Accounts are not Reserve Account, in the name of any Person other than such Loan Party, subject to the Lien of the Collateral Agent or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, including the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such Loan Party has not instructed (other and different security as defined Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Account Control Merchant Agreement) the Securities Intermediary . Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to comply time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Xxxxxxxx agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Xxxxxxxx will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest or lien in any of any Person other than the Collateral Agent; provided thatcollateral pledged above, until the Collateral Agent delivers and Xxxxxxxx will obtain Peoples Trust’s written consent before it grants a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, lien or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 pledged collateral 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 effectiveperson.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from such 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 Additional First-Lien Secured Parties (as to which 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 defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than such Loan Partythis Indenture and of the Notes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Secured Parties; such Loan Party has not instructed (as defined in Trustee and the Account Control Agreement) Holders of Notes, equally and ratably with all Indebtedness owing under the Securities Intermediary Senior Credit Facilities and the 2023 Notes, superior 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); 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. 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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 18.318.7, 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 Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. This Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement creates and the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Buyer a valid security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and continuing Lien all of the Mortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans (excluding, however, any Takeout Commitments that by their express terms prohibit Seller’s assigning, pledging or granting a security interest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408); provided that Buyer does not assume and shall not be deemed to have assumed any of Seller obligations under any Takeout Commitment, (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans, excluding, however, any Hedging Arrangements that by their express terms prohibit Seller’s assigning, pledging or granting a security interest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408, (viii) the Income Collection Account, together with all interest on the Collateral in favor Income Collection Account, all modifications, extensions and increases of the Collateral Agent, Income Collection Account and all sums now or at any time hereafter on behalf deposit in the Income Collection Account or represented by the Income Collection Account and (ix) all proceeds of the Secured Partiesforegoing including, without limitation, all MBS that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, and the right to have such MBS delivered when issued to a securities intermediary for Buyer and for any other Persons whose Mortgage Loans are part of the base or backing for such MBS, irrespective of whether such Purchased Mortgage Loans have been released from this security interest is validly perfected interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under Article 9 of the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages delivered pursuant to Section 11(m) as and when required by Buyer in its sole discretion. The Parties intend that this Section 6(a) is enforceable “a security agreement or arrangement or other credit enhancement”, as such against creditors defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of and purchasers from such Loan Party; the Collateral is comprised of InstrumentsBankruptcy Code, 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 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 related to the Accounts repurchase agreement and securities contract established and evidenced by this Agreement and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectiveTransactions hereunder.

Security Interest. This The due and punctual payment of the principal of, premium (if any), and interest (including PIK Interest) on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any), and interest (including PIK Interest) on, the Notes and performance of all other Obligations of the Company and the Subsidiary Guarantors, according to the terms hereunder, the Note Guarantees and under the other Security Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of any Notes, consents and agrees to the terms of the Security Documents, the Arazi/Lancaster Collateral Agreement creates a valid and continuing Lien on the Intercreditor Agreement (including, in each case, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, to the ranking of the Liens provided for in the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as applicable, that it will take no actions contrary to the provisions of the Intercreditor Agreement or the Arazi/Lancaster Collateral Agreement, as applicable, and to the appointment of Wilmington Trust, National Association as Trustee under this Indenture and as Collateral Trustee under the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement. Each Holder and the Trustee directs the Collateral Trustee to enter into the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement and each Security Document, in each case, as collateral trustee for the Secured Parties or Arazi/Lancaster Secured Parties, as applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. Each Holder directs the Trustee to enter into the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as trustee for the Holders, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and the Subsidiary Guarantors consent and agree to be bound by the terms of the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective obligations thereunder in accordance therewith. The Company will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Company hereby agrees that the Collateral Trustee shall hold 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent trust for the benefit of the all Secured Parties or Arazi/Lancaster Secured Parties; 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 applicable, the Collateral Agent; provided that, until Trustee and the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 SecurityTrustee, in each case pursuant to be held by the Security Documents, the Arazi/Lancaster Collateral Custodian on behalf of Agreement and 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 effectiveIntercreditor Agreement.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts in accordance with the terms of the Account Control Agreement and (c) the Accounts are not in the name of any Person other than such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 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 Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates To secure the payment and performance of all of the Obligations when due, Borrower hereby grants to Silicon a valid security interest in all of the following (collectively, the “Collateral”): all right, title and continuing Lien on interest of Borrower in and to all of the following, whether now owned or hereafter arising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; provided that the Collateral shall not include the Intellectual Property unless Borrower fails to meet the Quick Ratio Test set forth in the Schedule. Notwithstanding the fact that the Collateral does not include the Intellectual Property unless Borrower fails to meet the Quick Ratio Test set forth in the Schedule, the Collateral includes all proceeds of Intellectual Property, including, without limitation, all Accounts and payment intangibles. In the event Borrower at any time fails to meet the Quick Ratio Test, then, at all times thereafter, the Collateral shall include the Intellectual Property. Borrower shall concurrently execute and deliver an Intellectual Property Security Agreement in favor of Silicon, but the Collateral Agentsame will provide that it is not effective unless and until Borrower fails to meet the Quick Ratio Test. Notwithstanding the foregoing, 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral if a judicial authority (including a U.S. Bankruptcy Court) holds 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 underlying Intellectual Property is necessary to have a security interest may be perfected by filing pursuant to Article 9 in such items that are proceeds of the UCC Intellectual Property, then in such circumstance, the Collateral shall automatically, and effective as in effect in of the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been ordate hereof, subject include the Intellectual Property to the delivery requirements contained herein and/or Section 18.3extent necessary to permit perfection of Bank’s security interest in such proceeds, will be delivered to the Collateral Custodian; the Borrower has receivedincluding, or subject to the delivery requirements contained herein will receivewithout limitation, 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 proceeds consisting 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; Accounts 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 effectiveGeneral Intangibles.

Security Interest. This Agreement creates Each Pledgor hereby grants to the Secured Party, a valid security interest in and continuing Lien on an assignment of such Pledgor’s Collateral as security for the Collateral in favor Secured Obligations, whether now existing or hereafter arising. If the Pledged Securities owned by any Pledgor as of the Collateral Agentdate hereof are certificated, on behalf such Pledgor shall have executed appropriate transfer powers, in the form of the Secured PartiesExhibit A hereto, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements such Pledged Securities and, on or before the date hereof, shall have deposited such Pledged Securities and the aforesaid transfer powers with the Secured Party. If any Pledged Securities acquired by any Pledgor after the date hereof are certificated, such Pledgor shall, if requested by the Secured Party, execute appropriate transfer powers, in the form of Exhibit A hereto, with respect to such Pledged Securities and shall deposit such Pledged Securities and the aforesaid transfer powers with the Secured Party. In addition, each Pledgor shall have taken all such actions necessary to grant to the Secured Party, a first priority security interest in, or pledge of, the Pledged Securities owned by such Pledgor. Each Pledgor authorizes the Secured Party, (a) all of such Security Entitlements have been credited to file UCC financing statements, in form and substance satisfactory to the Accounts and the Securities Intermediary has agreed to treat all assets credited Secured Party, with respect to the Accounts as Financial AssetsCollateral and, (b) after the occurrence of an Event of Default, to transfer the Pledged Securities owned by such Loan Pledgor into the name of the Secured Party or the Secured Party’s nominee, but the Secured Party shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, (i) the Secured Party has taken no right to vote the Pledged Securities at any time unless and until an Event of Default has occurred, and (ii) prior to the occurrence of an Event of Default, each Pledgor will be permitted to receive all steps necessary to enable the Collateral Agent to obtain Control dividends and other distributions with respect to the Accounts and (c) the Accounts are Pledged Securities. The Secured Party shall not in the name have any duty to make any presentment or collection, or to preserve any right of any Person other than such Loan Partykind, subject with reference to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectiveCollateral.

Security Interest. This Agreement creates a valid (a) Administrative Agent, Xxxxxx and continuing Lien on Xxxxxx intend that the Collateral in favor of the Collateral Transactions hereunder be sales to Administrative Agent, on behalf of Xxxxxx, of the Secured PartiesPurchased Assets (other than for U.S. federal, which state and local income or franchise tax purposes) and not loans from Buyers to Seller secured by the Purchased Assets. However, in order to preserve Administrative Agent’s and Xxxxxx’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of Seller’s obligations to Administrative Agent and Buyers under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Administrative Agent, on behalf of Xxxxxx, Seller hereby assigns, pledges and grants a security interest is validly perfected under Article 9 in all of the UCCits right, title and is enforceable as such against creditors of interest in, to and purchasers from such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed Purchased Items (as defined below) to Administrative Agent, on behalf of Buyers, to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Administrative Agent, on behalf of Xxxxxx, hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the other Transaction Documents, and to secure the obligation of Seller or its designee to service the Purchased Assets in conformity with Article 29 and any other obligation of Seller to Administrative Agent and Buyers (collectively, the Account Control Agreement) “Repurchase Obligations”). Seller hereby acknowledges and agrees that each Purchased Asset serves as collateral for the Securities Intermediary Administrative Agent, on behalf of Buyers, under this Agreement and that Administrative Agent, on behalf of Xxxxxx, has the right, upon the occurrence and continuance of an Event of Default, to comply with realize on any or all of 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 Purchased Assets in order to perfect satisfy the security interest Seller’s obligations hereunder. Seller agrees to update in that portion of internal registers, books and records (including, without limitation, to mark its computer records and tapes) to reflect and evidence the Collateral in which a security interest may be perfected by filing pursuant interests granted 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 orAdministrative Agent, 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 Xxxxxx, hereunder. All of Seller’s right, title and interest in, to and under each of the Secured Parties; none following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as 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.“Purchased Items”: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8

Security Interest. This Agreement creates 4.1 To secure fulfillment of all of Borrower’s obligations under this Note and under any other subsequent advances made by the Holder to the Borrower, the Borrower hereby grants to Holder a valid and continuing Lien security interest in the Collateral (as defined below; the security interest in the Collateral is referred to as the “Security Interest”). Should Borrower default on this Note, Holder will be entitled to the Security Interest in favor of Borrower on the Collateral following property and fixtures of the Borrower wherever located and whether now owned or in existence or hereafter acquired or created, of every kind and description, tangible or intangible, including, without limitation, all inventory, goods, equipment, patents, patents pending, trademarks, trademark applications, documents, instruments, chattle paper, bank accounts, cash, contract rights and general intangibles, such terms as defined by the Uniform Commercial Code, and more particulary all of which are presently located at 000 Xxxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxx Xxxxx 00000. The Borrower agrees that within three (3) business days after the issuance of this Note or any subsequent advance made by the Holder to the Borrower, as the case may be, the Borrower will, at its sole cost and expense, file financing statements or amendments to existing financing statements in the office of the Secretary of State of Delaware (or other appropriate office) and make appropriate filings in the Patent Office and the Trademark Office, respectively, of the United States Patent and Trademark Office to reflect the Security Interest in favor of the Collateral Agent, on behalf of the Secured Parties, which Holder. The security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from such 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 such Loan Party has complied with its obligations as set forth herein; with respect in this section 4.1 is hereinafter referred to Collateral that constitute as the “Borrower’s 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectiveInterest Provisions.”

Security Interest. This Agreement creates a valid Each of the DIP Orders shall provide that the DIP Claims2 shall be superpriority administrative claims and continuing secured by (i) priming first liens on all collateral securing the First Lien Loans (the “Prepetition Collateral”), subject only to Permitted Prior Liens (as defined below); (ii) perfected first liens on all unencumbered assets; and (iii) in the case of any perfected non-avoidable liens existing at the Petition Date or that are perfected thereafter as permitted under Section 546(b) of the Bankruptcy Code (the “Permitted Prior Liens”), liens immediately junior in priority to such liens (together with the liens described in clause (i) and (ii), the “DIP Liens” and the collateral securing such liens the “DIP Collateral”); provided that the DIP Collateral shall not include, and the DIP Liens shall not be granted on, any receivables or related assets transferred pursuant to, or constituting collateral securing the obligations under, the Prepetition Securitization Program or the Postpetition Securitization Program but shall include the equity of Audacy Receivables; provided that such liens on the Collateral in favor equity of Audacy Receivables shall be junior to the Collateral Agent, liens on behalf the equity 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 such 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 Audacy Receivables granted under the applicable UCC as to which 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 order authorizing the Accounts Postpetition Securitization Program and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control DIP Lenders shall not exercise any rights with respect to the Accounts liens on the equity of Audacy Receivables until the Prepetition Securitization Program has been paid in full. The Final DIP Order shall provide that the DIP Claims be secured by the proceeds of any avoidance actions brought pursuant to chapter 5 of the Bankruptcy Code, section 724(a) of the Bankruptcy Code, and (c) any other avoidance actions under the Accounts are not Bankruptcy Code or applicable state law equivalents. Participation. Participation in the name DIP Facility shall be made available to all holders of any Person other than such Loan PartyFirst Lien Claims pro rata (those holders who elect to participate in the DIP Facility, subject the “DIP Lenders,” and the DIP Lenders holding at least 50.01% of the aggregate outstanding principal amount of the DIP Facility, the “Required DIP Lenders”). The right to participate in the DIP Facility is hereinafter referred to as the “DIP Funding Right.” To the extent that a holder of First Lien Claims does not elect to participate in their pro rata share of the DIP Funding Right, the deficit will be backstopped by the members of the steering committee of the Ad Hoc First Lien Group set forth on Exhibit 6 to the Lien of Restructuring Support Agreement (the Collateral Agent for the benefit of the Secured “DIP Backstop Parties; such Loan Party has not instructed (as defined ”). Only First Xxxx Xxxxxxx who participate in the Account Control Agreement) DIP Facility shall have the Securities Intermediary option to comply participate in the First-Out Exit Term Loans. 2 The DIP Claims against the servicer, originator, and performance guarantor entities under the Postpetition Securitization Program shall be pari passu with the entitlement order of any Person other than superpriority claims against such entities granted in connection with the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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.Postpetition Securitization Program. RSA Ex. 2 - p. 3

Security Interest. This Agreement creates Trustor also hereby grants to Beneficiary a valid first priority lien on 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 such 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 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 all of Trustor’s now owned or hereafter-acquired Property which constitutes “accounts,” “chattel paper,” “documents,” “equipment,” “general intangibles,” “goods,” “instruments,” “inventory” or “fixtures,” all proceeds and products thereof, and all supporting obligations ancillary to or arising in any way in connection therewith (herein sometimes collectively called the “Personal Property Collateral”) to secure the obligations of Trustor under the Note and Loan Documents and all other Secured Obligations. In addition to its rights hereunder or otherwise, Beneficiary shall have all of the Collateral in which rights of a security interest may be perfected by filing pursuant to Article 9 of secured party under the UCC Arizona Uniform Commercial Code, as in effect from time to time, or under the Uniform Commercial Code in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing force in any Collateral Obligation have been or, subject other state to the delivery requirements contained herein and/or Section 18.3extent the same is applicable law. THE PARTIES WHICH COMPRISE TRUSTOR HEREBY REPRESENT, will be delivered to the Collateral Custodian; the Borrower has receivedWARRANT, 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 ACKNOWLEDGE AND AGREE THAT (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and THIS DEED OF TRUST IS NOT GRANTED IN CONNECTION WITH A PURCHASE MONEY LOAN OF RESIDENTIAL PROPERTY, NOR IS IT GRANTED IN CONNECTION WITH A REFINANCE OF A RESIDENTIAL PURCHASE MONEY LOAN, BUT RATHER IS GRANTED IN CONNECTION WITH A COMMERCIAL FINANCE TRANSACTION, THE PROCEEDS OF WHICH TRUSTOR INTENDS TO USE FOR COMMERCIAL PURPOSES; (B) causing such registration to remain effective.THE TRUSTOR HEREBY AGREES AND STIPULATES THAT THE ANTI-DEFICIENCY PROTECTIONS SET FORTH IN A.R.S. § 33-814(G) ARE NOT APPLICABLE WITH RESPECT TO THIS LOAN; (C) TO THE EXTENT IT IS DETERMINED THAT A.R.S. § 33-814(G) DOES APPLY TO THE SUBJECT LOAN, THIS DEED OF TRUST AND/OR THE PROPERTY PLEDGED HEREUNDER, THE TRUSTOR HEREBY EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO ANY ANTI-DEFICIENCY PROTECTION AFFORDED BY SUCH STATUTE IN CONSIDERATION FOR THE FINANCIAL ACCOMMODATIONS MADE HEREIN BY BENEFICIARY; (D) THE GRANT OF THIS DEED OF TRUST INCLUDES ALL PARCELS CONTAINED WITHIN THE LEGAL DESCRIPTION ATTACHED AS EXHIBIT A, TOGETHER WITH ALL IMPROVEMENTS, NOW EXISTING OR HEREAFTER TO BE ERECTED OR LOCATED ON SAID PARCELS; (E) THIS DEED OF TRUST IS INTENDED TO CREATE AND SHALL REMAIN A FIRST PRIORITY LIEN DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING AGAINST ALL SUCH PARCELS, TOGETHER WITH ANY AND ALL IMPROVEMENTS PLACED OR ERECTED THEREON, TO SECURE FULL PAYMENT AND PERFORMANCE OF ALL SECURED OBLIGATIONS ARISING UNDER THE NOTE AND RELATED LOAN DOCUMENTS. SPECIFICALLY, THIS INSTRUMENT IS GRANTED FOR THE PURPOSE OF SECURING (ALL OF THE MATTERS IN CLAUSES (1) THROUGH (6) BELOW, COLLECTIVELY, THE “SECURED OBLIGATIONS”):

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 such Loan Party; the Borrower. (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 such Loan Party 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) 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 Custody Account is not in the name of any Person other than such Loan Partythe Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; such Loan Party has not instructed . As of the First Amendment Effective Date, all of the Accounts of the Borrower are set forth on Schedule V hereto and are subject to an Account Control Agreement. (iv) Each of the Collection Account, Expense Reserve Account, Operating Account and Custody Account constitute a "securities account" or "deposit account", as applicable as defined in the applicable UCC. (v) The Borrower, the Account Bank, the Calculation Agent, the Collateral Custodian, the Portfolio Asset Servicer and the Administrative Agent, on behalf of the Secured Parties, have entered into an Account Control AgreementAgreement with respect to each Collection Account, Expense Reserve Account, Operating Account and Custody Account. (vi) 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and The Borrower has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 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 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; 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.under this

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 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 UCC, and is enforceable as such against creditors of and purchasers from such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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 thatprovided, (x) until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Borrower and the Servicer to may cause cash in the Accounts to be invested or distributed in accordance with this AgreementAgreement and, (y) until the Collateral Agent delivers a Reference Account Control Notice, the Borrower (or the Servicer, on the Borrower’s behalf) shall be able to withdraw and invest all amounts in the Reference Asset Account; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 in Section 18.4(b) 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 Lessee hereby grants to Lessor, to secure the payment and performance in full of all of Lessee's obligations under the Lease, a security interest in all Equipment acquired or to be acquired pursuant to this Agreement creates a valid in which Lessee may now or hereafter have rights, and continuing Lien on the Collateral in favor all parts, accessories, accessions and attachments thereto, and all replacements, substitutions and exchanges (including trade-ins) for such goods, together with proceeds of all of the Collateral Agentforegoing, on behalf including goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations relating to the Secured Parties, which Equipment (the "Collateral"). If the Equipments to be subject to a Lease Schedule designated as a True Lease Schedule," the foregoing grant of a security interest is validly perfected under Article 9 made on a precautionary basis and shall not of the UCC, and is enforceable as such against creditors of and purchasers from such Loan Party; itself be a factor in determining whether the Collateral is comprised of Instrumentssecures an obligation or whether the Lease creates a security interest. Lessee hereby irrevocably authorizes Lessor to file and record UCC financing statements, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property amendments thereto and Proceeds and such other categories of collateral under the applicable UCC as to which 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) such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control lien recordation documents with respect to the Accounts and (c) the Accounts are not in the name of any Person other than Equipment, ratifies such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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; authorization with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered any UCC financing statements or amendments thereto prior to the Collateral Custodian anddate of any Lease, if in registered formand agrees to pay or reimburse Lessor for any filing, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian recording or in blank by an effective Indorsement stamp fees or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of taxes arising from any such Certificated Securityfilings. THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, 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 SecurityWITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.THE PARTIES HERETO CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND AND Agency Agreement THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. Dated as of: January 1, 2002 FLEET CAPITAL CORPORATION NEW JERSEY NATURAL GAS COMPANY

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 will be delivered either (A) to the delivery requirements contained herein and/or Section 18.3Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian, will as applicable, or (B) by causing such promissory note to be delivered to the Collateral Custodian; the Borrower has received, or subject Document Custodian 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 be held 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 either (A) to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) 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 Agent (or the Securities Intermediary on behalf of the Collateral Agent its behalf) for the benefit of the Secured PartiesParties or (B) by causing such Certificated Security to be credited to a Securities Account for which the Collateral Agent has Control over such Securities Account; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) 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 over which the Collateral Agent has Control.

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 such Loan Partythe 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 such Loan Party 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) such Loan Party 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 such Loan Partythe Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party the Borrower 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), such Loan Party the Borrower may, or may cause the Servicer to to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); such Loan Party 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 such 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 such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor shall, on the Issue Date: (ba) such Loan Party has taken all steps necessary to enable enter into the Collateral Agent to obtain Control with respect Trust Agreement, the Intercreditor Agreement and the Pledge Agreement and deliver to the Accounts and Collateral Trustee (c) or the Accounts are not in the name of any Person other than such Loan Party, subject to the Priority Lien of the Collateral Agent for the benefit of the Secured Parties; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement; ) all Accounts constitute Securities Accounts; such Loan Party owns certificates and has good other instruments and marketable title documents required under the Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); 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; Trustee and (b) authorize the Borrower has receivedfiling, registration and recording of all Uniform Commercial Code financing statements, required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and 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 holders 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 effectiveParity Lien Obligations.

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 Administrative Agent's 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 PartiesLenders, which 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 such 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 such Loan Party 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) such Loan Party 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 Section 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 of Pledged Collateral permitted pursuant to Section 4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in Section 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 (A) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (cB) 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 such Loan Party, subject the 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; 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), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 effectiveBorrower.

Security Interest. This Agreement creates will constitute a valid security agreement under the Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and continuing Lien on FUNDER’s right to realize the Collateral in favor Purchased Amount, as and to the extent required by the terms of the Collateral AgentRevenue Purchase Agreement, on behalf and performance of the Secured Partiesand compliance by Merchant with its other undertakings and agreements herein, which Merchant and Guarantor(s)(s) grants to FUNDER a security interest is validly perfected under 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”), and is enforceable as such against creditors of and purchasers from such 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 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 Assetsnow or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) such Loan Party has taken all steps necessary to enable proceeds, as that term is defined in Article 9 of the Collateral Agent to obtain Control with respect to the Accounts and UCC (c) the Accounts are not all funds at any time in the name 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 “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 Person kind whatsoever, and 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 than such Loan Partyagreements now existing or later entered into between Merchant, subject 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 Lien event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Collateral Agent Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the benefit 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 Secured Parties; obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such Loan Party has not instructed 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 the Account Control Agreement) the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided such entity’s assets. Merchant also agrees that, until at the Collateral Agent delivers a Notice of Exclusive Control (FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); 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 debtor. This security interest may be perfected exercised by filing pursuant 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 UCC Uniform Commercial Code, as in effect 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 State Secured Assets. Initial: _________ With respect to such security interests and liens, FUNDER will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of Delaware; 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 any of the Secured Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to 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 original executed copies of such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each underlying promissory note constituting acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or evidencing 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 Collateral Obligation have been or, subject documents or take any action in connection with this Agreement as FUNDER deems necessary to the delivery requirements contained herein and/or Section 18.3, will be delivered to perfect or maintain FUNDER’s first priority security interest in the Collateral Custodian; and the Borrower has receivedAdditional 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 subject permit to the delivery requirements contained herein will receiveexist, a written acknowledgment from the Collateral Custodian that the Collateral Custodian directly or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely indirectly, any lien on behalf or with respect to any of the Collateral Agent for or 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 pledgedAdditional Collateral, 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 effectiveas applicable.

Security Interest. This Agreement creates Note is secured by 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 such 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 granted to which 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) 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 such Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; such Loan Party has not instructed Holder pursuant to a Security Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower, or if any of the Collateral (as defined in the Account Control Security Agreement) should become the Securities Intermediary to comply with the entitlement order subject of any Person bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other than relief to which the Collateral Agent; provided thatHolder may be entitled under this Note and any other agreement to which the Borrower and Holder are parties (collectively, until "Loan Documents") and/or applicable law, an order from the Collateral Agent delivers a Notice court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of Exclusive Control (as defined in the Account Control Agreement), such Loan Party may, or may cause the Servicer to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; such Loan Party owns its rights and has good and marketable title remedies pursuant to the Collateral free and clear of Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any Lien (other than Permitted Liens); such Loan Party has taken all necessary steps motion for relief from stay that may be filed by the Holder in any bankruptcy or insolvency proceeding initiated by or against the Borrower and, further, agrees not to file or authorize any opposition to any motion for relief from stay filed by 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 Holder. The Borrower represents, acknowledges and agrees that portion this provision is a specific and material aspect of the Collateral in which a security interest may be perfected by filing pursuant Loan Documents, and that the Holder would not agree to Article 9 the terms of the UCC as in effect in Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing Holder nor 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 person acting on behalf of the Collateral Agent for Holder has made any representations to induce this waiver, that 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 Borrower has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed represented (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered had the opportunity to he represented) in the name signing of this Note and the Collateral Custodian upon original issue or registration Loan Documents and in the making of transfer this waiver by independent legal counsel selected by the Borrower of such Certificated Security, in each case to be held by and that 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 has discussed this waiver with counsel.