0001193125-17-006987 Sample Contracts

SECURITY AGREEMENT
Security Agreement • January 10th, 2017 • Mbia Inc • Surety insurance • New York

Pursuant to the Indenture, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the “Indenture”; capitalized terms used but not defined herein shall have the meanings given such terms in the Indenture), by and among the Grantor, the Trustee, and the Secured Party, the Holders have agreed to purchase Securities from the Grantor. In order to induce the Holders to purchase such Securities, the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor hereby agrees as follows:

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • January 10th, 2017 • Mbia Inc • Surety insurance • New York

INTERCREDITOR AGREEMENT, dated as of January 10, 2017 (this “Agreement”), among WILMINGTON SAVINGS FUND SOCIETY, FSB, solely in its capacity as Senior Notes Trustee, MZ FUNDING LLC, MBIA INSURANCE CORPORATION, as Insurer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, solely in its capacity as Subordinated Notes Trustee. The parties hereto hereby agree as follows:

CREDIT AGREEMENT
Credit Agreement • January 10th, 2017 • Mbia Inc • Surety insurance • New York

CREDIT AGREEMENT dated as of January 10, 2017, between MBIA INSURANCE CORPORATION and MZ FUNDING LLC. The parties hereto hereby agree as follows:

MZ FUNDING LLC, as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and as Collateral Agent SUBORDINATED INDENTURE Dated as of January 10, 2017 14% Subordinated Secured Notes due 2020
Subordinated Indenture • January 10th, 2017 • Mbia Inc • Surety insurance • New York

SUBORDINATED INDENTURE dated as of January 10, 2017, among MZ Funding LLC, a Delaware limited liability company (the “Company”), as issuer, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and as Collateral Agent.

PLEDGE AGREEMENT
Pledge Agreement • January 10th, 2017 • Mbia Inc • Surety insurance • New York

PLEDGE AGREEMENT, dated as of January 10, 2017 (as amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”), made by MBIA INC., a Connecticut corporation (the “Pledgor”), in favor of WILMINGTON SAVINGS FUND SOCIETY, FSB, as collateral agent for the Holders of the Securities (in such capacity, together with its successors and assigns, the “Secured Party”) for the Secured Creditors.

MZ FUNDING LLC, as Issuer, and WILMINGTON SAVINGS FUND SOCIETY, FSB, as Trustee and as Collateral Agent INDENTURE Dated as of January 10, 2017 14% Senior Secured Notes due 2020
Indenture • January 10th, 2017 • Mbia Inc • Surety insurance • New York

INDENTURE dated as of January 10, 2017, among MZ Funding LLC, a Delaware limited liability company (the “Company”), as issuer, and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”) and as Collateral Agent.

SECURITY AGREEMENT
Security Agreement • January 10th, 2017 • Mbia Inc • Surety insurance • New York

Pursuant to the Credit Agreement, dated as of the date hereof (as amended, restated, amended and restated, supplemented or modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings given such terms in the Credit Agreement), by and among MBIA Insurance Corporation (the “Borrower”) and the Secured Party, the Secured Party has agreed to make the Loan to the Borrower. In order to induce the Secured Party to make the Loan, the Grantor has agreed to grant a continuing Lien on the Collateral to secure the Obligations (as hereinafter defined). Accordingly, the Grantor hereby agrees as follows:

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