Common use of Grant of Security Interest Clause in Contracts

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiii) above, the Seller pursuant to Section 2.01(b) security interest created by this Agreement shall not extend to, and the terms “Pledged Collateral” and “Pledged Securities” shall not include, any Excluded Property and the Pledgors shall, upon the request of the Loan Purchase AgreementCollateral Agent at any time an Event of Default has occurred and is continuing, (ii) consent give written notice to judicial proceedings by the Servicer against Obligors pursuant Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to Section 2(a) of the Servicing Agreement, (iii) terminate Collateral Agent such information regarding the Person acting Excluded Property as the Backup Servicer Collateral Agent may reasonably request (including written notice identifying in accordance with Section 4.2.3 of reasonable detail the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Property).

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, other than Capital Stock that does not constitute Pledged Securities and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the request of the Collateral Agent give to the extent feasible without undue effort or expense (a) written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted provide to the Indenture Trustee under this Base Indenture or Collateral Agent such other information regarding the rights of Excluded Property as the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, license or agreement in favor of the Servicing AgreementCollateral Agent unless such Pledgor believes, (iii) terminate in its reasonable judgment, that such prohibition is usual and customary in transactions of such type, or is necessary for such Pledgor to obtain the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementsame.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to the Administrative Agent such other information regarding the Excluded Property as the Administrative Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, license or agreement in favor of the Servicing AgreementAdministrative Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment (including, without limitation, Commercial Motor Vehicles), Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 14 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Acquisition Documentation and Acquisition Document Rights; (xiii) all Supporting Obligations; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under Accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, Administrative Agent give written notice to the Administrative Agent identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property”) and shall provide to the Administrative Agent such other information regarding the Special Property as the Administrative Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, lease or license in favor of the Servicing AgreementAdministrative Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all money; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior Collateral Agent give written notice to the effectiveness of any such termination, a Replacement Backup Servicer (as defined Collateral Agent identifying in reasonable detail the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Property.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer Company hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Lender for the benefit of the Noteholders, Lender and hereby grants to the Indenture Trustee, for the benefit all other holders of any of the NoteholdersSecured Obligations from time to time, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title title, and interest of the Company in all property and assets of the Company, including the following property, wherever located, whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (ia) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (iib) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iiic) each all Documents, Instruments and Chattel Paper; (d) all Letters of Credit and Letter-of-Credit Rights; (e) all Securities Collateral; (f) all Deposit Accounts and Securities Accounts; (g) all Investment Property (excluding any Securities Collateral and any Capital Securities issued by any issuer thereof and not constituting Pledged Shares because of clause (b) of the Transaction Documents definition of “Pledged Shares”); (other than h) all Intellectual Property Collateral; (i) the Indenture, the Notes Commercial Tort Claims described on Schedule 2 hereto; (j) all General Intangibles; (k) all Supporting Obligations; (l) all books and any agreements records relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction DocumentsPledged Collateral; and (ivm) to the extent not covered by clauses (a) through (l) of this sentence, all proceeds other personal property of any the Company, whether tangible or intangible and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to the Company from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (ba) The foregoing grant is made in trust to secure through (m) above, the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinctionsecurity interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property to secure compliance with the provisions extent, and only for so long as, such assets constitute Excluded Property. The Company shall from time to time at the reasonable request of the Lender (which request shall refer to this Section 2.1) give written notice to the Lender identifying in reasonable detail the Special Property (and stating in such notice that such Special Property constitutes “Excluded Property”) and shall provide to the Lender such other information regarding the Special Property as the Lender may reasonably request. From and after the date of this Base Indenture and Agreement, the Company shall not permit to become effective in any Indenture Supplementdocument creating, all as provided governing or providing for any permit, lease or license, a provision that would prohibit the creation of a Lien on such permit, lease or license in the Indenture. The Indenture Trustee, on behalf favor of the NoteholdersLender unless the Company believes, acknowledges in its reasonable judgment, that such prohibition is usual and accepts customary in transactions of such grant. This Base Indenture constitutes a security agreement under the UCCtype. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Party, a lien on and security interest in, in and acknowledges and agrees that the Secured Party has and shall continue to have a continuing lien on and security interest in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “"Pledged Collateral”"): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under additions and all proceeds of every kind accessions to, substitutions and nature whatsoever in respect of any or all replacements for, and rents, profits and products of, each of the foregoing, including any and all proceeds insurance of the conversion thereof, voluntary or involuntary, into cash or other liquid property, and any and all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term "Pledged Collateral" shall not include, any Excluded Property (and any references herein to purchase Loans from any portion or type of Pledged Collateral shall exclude the Seller Excluded Property). [*****] Raptor Pharmaceutical Corp. has requested confidential treatment of certain portions of this agreement which have been omitted and filed separately with the U.S. Securities and Exchange Commission pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian Rule 24b-2 under the Custodial Agreement pursuant to Section 5.3(m) Securities Exchange Act of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement1934.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, As security for the benefit prompt payment and performance of the NoteholdersGuaranteed Obligations whether at stated maturity, by acceleration or otherwise, each Guarantor hereby grants, pledges and hereby grants assigns to the Indenture TrusteeAgent, for the benefit on behalf of the NoteholdersFinance Parties, a continuing first priority lien (subject only to Permitted Liens) on and security interest in, upon, and to, all right, title and interest in and to any and all property and interests in property of each Guarantor whether now owned or hereafter owned, created, acquired or arising, and regardless of where located, including, without limitation, all of the following property now owned or at any time hereafter acquired by the Issuer or properties and interests in which the Issuer now has or at any time in the future may acquire any right, title or interest properties (collectively, the “Collateral”): (a) all Accounts; (b) all Chattel Paper (whether tangible or electronic); (c) all Commercial Tort Claims, as more particularly described in the Perfection Certificate (as may be amended or supplemented from time to time); (d) all Deposit Accounts; (e) all cash and Cash Equivalents (f) all Documents; (g) all Equipment; (h) all Fixtures; (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateGoods; (iij) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsInstruments; (iiik) each all Inventory; (l) all Letter-of-Credit Rights and letters of the Transaction Documents credit; (m) all General Intangibles, Payment Intangibles and other than the Indenture, the Notes and any agreements relating rights to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)payment, including, without limitation, all Rights to Payment (as defined in Section 2.2) and all Indebtedness owing to such Guarantor from another Loan Party (which Indebtedness must be evidenced by way of a global intra-group note on or before the right Closing Date), including all right, title and interest of such Guarantor in instruments evidencing any Indebtedness owed to such Guarantor or other obligations, and any distribution of property made on, in respect of or in exchange for the foregoing from time to time (such Indebtedness collectively, the “Pledged Debt”); (n) all Investment Property and Financial Assets, including, without limitation, 100% of the Issuer to enforce shares of the outstanding capital stock or other equity interests, of any class, of each Subsidiary of such Transaction Documents and to give or withhold any Guarantor and all consentscertificates evidencing the same (collectively, requeststhe “Pledged Securities”, noticesand together with the Pledged Debt, directionsthe “Pledged Collateral”), approvalstogether with, extensions in each case: (i) all shares, securities, stock, equity interests, moneys or waivers property representing a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities, and (ii) without affecting the obligations of such Guarantor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which the issuer of any Pledged Security is not the surviving entity, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Guarantor itself or the Borrower), or all other stock, as applicable, formed by or resulting from such consolidation or merger (the Pledged Securities, together with respect all other certificates, shares, securities, Stock, properties or moneys as may from time to time be pledged hereunder pursuant to this clause (ii) and clause (i) above being herein collectively called the “Securities Collateral”); (o) all Contracts and other contract rights (including, without limitation, rights under any lease, license or other agreements); (p) all cash, royalty fees, other proceeds, accounts and general intangibles that consist of rights of payment to or on behalf of a Loan Party or proceeds from the sale, licensing or other disposition of all or any part of, or rights in, the Intellectual Property (as defined in Section 2.2) by or on behalf of a Loan Party (collectively, “Rights to Payment”); (q) all Securities Entitlements; (r) all Software; (s) all other tangible and intangible personal property whatsoever of such Transaction DocumentsGuarantor; and (ivt) all proceeds Proceeds, Supporting Obligations, products, insurance claims, offspring, accessions, rents, profits, income, benefits, additions, attachments, accessories, substitutions and replacements of, to, arising out of or related to any and all of the foregoing Collateral and, to the extent related to any Collateral, all books, correspondence, credit files, records, invoices and other documents (including, without limitation, all present tapes, cards, computer runs and future claims, demands, causes of action other documents and chooses documents in action in respect of any or all of the foregoing and all payments on possession or under and all proceeds the control of every kind and nature whatsoever in respect of such Guarantor or any computer bureau or all of the foregoingservice company from time to time acting for such Guarantor); provided, including all proceeds of the conversion thereofhowever, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing this grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted subject to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to limitations set forth in Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement2.2.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer Each Grantor hereby pledges, assigns, conveys, delivers, transfers assigns and sets over grants to the Indenture TrusteeAdministrative Agent, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersLender Parties, a security interest in all of its right, title and interest in, all of to and under the following personal property and other assets described in this Article II, whether now owned by or at any time owing to, or hereafter acquired by the Issuer or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, will be collectively referred to as the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsChattel Paper; (iii) each of the Transaction Documents U.S. Levi’s Patents, U.S. Levi’s Trademarks, U.S. Levi’s Copyrights and Licenses (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notesall proceeds therefrom), including without limitation all monies due and to become due to U.S. Levi’s Copyrights used in conjunction with selling, advertising and/or marketing any goods or materials bearing the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andU.S. Levi’s Trademarks; (iv) all proceeds of Documents; (v) all General Intangibles; (vi) all Goods; (vii) all Pledged Debt; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all cash or cash equivalents; (xii) all Deposit Accounts with any and bank or other financial institution; (xiii) all Commercial Tort Claims relating to any of the foregoing includingforegoing; and (xiv) all accessions to, without limitationsubstitutions for and replacements, all present proceeds, insurance proceeds and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all products of the foregoing, including together with all proceeds of the conversion thereofbooks and records, voluntary or involuntarycustomer lists, into cash or other liquid propertycredit files, all cash proceedscomputer files, accountsprograms, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind printouts and other forms of obligations computer materials and receivables, instruments records related thereto and other property which any General Intangibles at any time constitute all evidencing or part of or are included in the proceeds of relating to any of the foregoing. (b) The foregoing grant is made in trust ; to secure the Issuer prompt and complete payment and performance of the Secured Obligations. Notwithstanding anything herein to the contrary, equally in no event shall the Collateral include, and ratably without prejudiceno Grantor shall be deemed to have granted a security interest in any of such Grantor’s rights or interests in any license, priority contract or agreement to which such Grantor is a party or any of its rights or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under, any license, contract or agreement to which such Grantor is a party (except, with respect other than to the extent that any Series of Notes, as otherwise stated in such term would be rendered ineffective pursuant to the UCC or any other applicable Indenture Supplementlaw (including the Bankruptcy Code) or distinctionprinciples of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and such Grantor shall be deemed to secure compliance with the provisions of this Base Indenture and any Indenture Supplementhave granted a security interest in, all such rights and interests as provided if such provision had never been in effect. Notwithstanding anything herein to the Indenture. The Indenture Trusteecontrary, on behalf of neither the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes U.S. Borrower nor any other Grantor shall be deemed to have granted a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to interest in (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any Equity Interests of the Loan Purchase Agreementany Subsidiary, (ii) consent to judicial proceedings any Pledged Debt of or issued by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, any Subsidiary or (iii) terminate any Equipment. The security interest granted herein shall not apply to any U.S. intent-to-use trademark application included in the Person acting as U.S. Levi’s Trademarks to the Backup Servicer in accordance extent that such grant may impair the validity or enforceability of such U.S. intent-to-use trademark application; provided, however, if a statement of use or an affidavit of use is filed and accepted by the U.S. Patent and Trademark Office with Section 4.2.3 respect to such U.S. intent-to-use trademark application, the grant of the Backup Servicing Agreement, provided, that, prior security interest hereunder shall automatically and immediately apply to such U.S. intent-to-use trademark application without the effectiveness need of any such termination, a Replacement Backup Servicer (as defined in further action by the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementparties.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, license or agreement in favor of the Servicing AgreementCollateral Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure 2.1 Each of the Issuer Obligations, the Issuer Grantors hereby pledges, assigns, conveys, delivers, transfers assigns and sets over grants to the Indenture TrusteeAdministrative Agent, on behalf of and for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersLenders, a security interest in all of its right, title and interest in, to and under all of the following personal property and other assets, whether now owned by or at any time owing to, or hereafter acquired by the Issuer or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, will be collectively referred to as the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation: (i) all Accounts; (ii) all Chattel Paper; (iii) all Copyrights, the right of the Issuer to enforce each of such Transaction Documents Patents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andTrademarks; (iv) all proceeds Documents; (v) all Equipment; (vi) all Fixtures (excluding business fixtures not owned by the Grantors); (vii) all General Intangibles; (viii) all Goods; (ix) all Instruments; (x) all Inventory; (xi) all Investment Property; (xii) all cash or cash equivalents; (xiii) all letters of credit, Letter-of-Credit Rights and Supporting Obligations; (xiv) all Deposit Accounts with any bank or other financial institution; (xv) all Commercial Tort Claims; (xvi) all Assigned Contracts; (xvii) and all of the foregoing includingaccessions to, without limitationsubstitutions for and replacements, all present proceeds (including Stock Rights), insurance proceeds and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all products of the foregoing, including together with all proceeds of the conversion thereofbooks and records, voluntary or involuntarycustomer lists, into cash or other liquid propertycredit files, all cash proceedscomputer files, accountsprograms, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind printouts and other forms of obligations computer materials and receivables, instruments records related thereto and other property which any General Intangibles at any time constitute all evidencing or part of or are included in the proceeds of relating to any of the foregoing. (b) The foregoing grant is made in trust ; to secure the Issuer prompt and complete payment and performance of the Secured Obligations; provided, equally and ratably without prejudicehowever, priority that (except, with respect to notwithstanding any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the other provisions of this Base Indenture Agreement) “Collateral” shall not include any Excluded Property; and provided, further, that if and when any Indenture Supplementproperty shall cease to be Excluded Property, such property shall be deemed at all as provided in times from and after the Indenture. date hereof to constitute Collateral. 2.2 The Indenture Trustee, on behalf last day of the Noteholdersterm of any lease, acknowledges and accepts such grant. This Base Indenture constitutes oral or written, or any agreement therefor, now held or hereafter acquired by a security agreement under the UCC. (c) Without derogating Grantor, shall be excepted from the absolute nature security interest hereby granted and shall not form part of the assignment granted Collateral, but such Grantor shall stand possessed of such one day remaining, upon trust to the Indenture Trustee under this Base Indenture or the rights assign and dispose of the Indenture Trustee hereundersame as the Administrative Agent or any assignee of such lease or agreement shall direct. If any such lease or agreement therefor contains a provision which provides in effect that such lease or agreement may not be assigned, sub leased, charged or encumbered without the leave, license, consent or approval of the lessor, the Issuer application of the security interest created hereby to any such lease or agreement shall be permittedconditional upon such leave, without the license, consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have or approval having been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementobtained.

Grant of Security Interest. As collateral security for your prompt and complete payment and performance of all Obligations under the Financing Agreement, you hereby pledge and hypothecate in favor of us, and grant to us a security interest in all of your right, title and interest (a) To secure in and to the Issuer ObligationsTrademarks and the good will of the business symbolized by the Trademarks, including, without limitation, all of your customer lists and other business records and that of your subsidiaries and affiliates relating to the Trademarks in connection with the goods and services listed on Schedule A; your domain names; the registrations described in Schedule A; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Trademarks; (b) in and to the Patents and the good will of the business symbolized by the Patents, including, without limitation, all of your licenses, lists of licensees and other business records and that of your subsidiaries and affiliates relating to the Patents; the patents and patent applications listed in Schedule B and all other patents and patent applications owned by you; and any and all proceeds of the foregoing, including, without limitation, any claims by you against third parties for infringement of the Patents; (c) in and to the Copyrights and the good will of the business symbolized by the Copyrights including without limitation all of your licenses and other business records and that of your subsidiaries and affiliates relating to the Copyrights, the Issuer hereby pledges, assigns, conveys, delivers, transfers copyrights and sets over to the Indenture Trustee, for the benefit copyright applications listed in Schedule C and all other copyrights and copyright applications owned by you; and any and all proceeds of the Noteholdersforegoing, and hereby grants to the Indenture Trusteeincluding, without limitation, any claims by you against third parties for the benefit infringement of the NoteholdersCopyrights and (d) all of your right, a security title and interest in, all of to and under the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):following: (i) all Pooled Loans including Licenses; (ii) all Pooled Loans hereinafter acquired by the IssuerAccounts, General Intangibles and all Related Security with respect theretocontract rights arising under or relating to each and every License (including, including without limitation, (A) all monies due and to become due to the Issuer thereon and under any License, (B) any damages arising out of or for breach or default in respect of any such License, (C) all other amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing paid or evidencing investment of payable under or in connection with any such amounts and all proceeds thereofLicense, and all claims of the Issuer in (D) your right to terminate any such License or to perform and to such fundsexercise all remedies thereunder); (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or extent not otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitationincluded, all present Proceeds and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect products of any or all of the foregoing, including all proceeds . All of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights property referred to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in this paragraph 2 is hereinafter collectively called the proceeds of any of the foregoing“Collateral. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.”

Grant of Security Interest. (a) To In furtherance and as confirmation of the security interests granted by the Borrower under the Security Agreement and in order to secure the Issuer prompt and complete payment and performance of all the Secured Obligations, together with any and all reasonable expenses which may be incurred by the Issuer Agent or the Lenders in collecting any or all of such Secured Obligations or enforcing any rights, obligations or liabilities under this Agreement, the Borrower hereby pledges, assigns, conveys, delivers, transfers and sets over grants a security interest to the Indenture TrusteeAgent, for the benefit of the NoteholdersLenders, and hereby grants to the Indenture Trusteein (including, for the benefit of the Noteholderswithout limitation, a security interest in, collateral assignment and pledge of) all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the Borrower’s present and future may acquire any right, title and interest in and to the following whether presently existing or interest hereafter arising or acquired (collectively, the “TM Collateral”): (ia) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated registered or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims unregistered Trademarks of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the IndentureBorrower and, where applicable, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)federal registrations thereof, including, without limitation, the right of federal registrations listed on Schedule I attached hereto (the Issuer “Registered Trademarks”); (b) the Borrower’s rights under any licenses that the Borrower has granted, or will in the future grant, to enforce each of such Transaction Documents and to give any Person or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or Persons with respect to such Transaction Documentsthe Trademarks (the “Trademark Licenses”); (c) all of the goodwill of the business connected with the use of, and symbolized by, each Trademark and Trademark License; (d) all products and proceeds of each Trademark and Trademark License, including, without limitation, any claim by the Borrower against third parties for past, present or future infringement or dilution of any Trademark, including, without limitation, the Registered Trademarks, and any Trademark licensed under any Trademark License, or for injury to the goodwill associated with any Trademark or any Trademark licensed under any Trademark License; (e) all causes of action, claims and warranties now or hereafter owned or acquired by the Borrower in respect of any of the items listed above; and (ivf) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses items described in action in respect of any or all clauses (a) through (e). Each of the foregoing Lenders shall be deemed to hold a security interest, proportionate to such Lender’s Commitment, in the TM Collateral. Notwithstanding the Security Agreement, the collateral assignment and the pledge to the Agent, Borrower may continue to own, use and license the TM Collateral. Furthermore, notwithstanding anything in this Agreement, the “TM Collateral” described in this Agreement shall not include any Trademark Licenses to the extent that the granting of a security interest therein would constitute a breach thereof or is prohibited thereby and such prohibition is not ineffective under Sections 9-406, 9-407, 9-408 or 9-409 of Article 9 of the Uniform Commercial Code, as applicable and as then in effect in any relevant jurisdiction, or any other applicable law (including the U.S. Bankruptcy Code) or principles of equity; provided that (x) all accounts and payment intangibles arising under such Trademark Licenses contracts shall be included in the TM Collateral and (y) the TM Collateral shall include all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at received or receivable in connection with any time constitute all sale or part other disposition of such Trademark Licenses; provided further that the foregoing exclusions shall not apply if such prohibition has been waived or are included in such other Person has otherwise consented to the proceeds creation hereunder of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under interest in such Trademark Licenses; and provided further that immediately upon the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture ineffectiveness, lapse or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness termination of any such terminationprohibition, the Agent shall be deemed to have granted a Replacement Backup Servicer (security interest in all its rights, title and interests in and to Trademark Licenses, as defined if such prohibition had never been in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementeffect.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2025-2 Leases; (B) all other 2025-2 SUBI Assets, including the 2025-2 SUBI Collection Account but excluding the 2025-2 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2025-2 Vehicles to the extent not applied to making repairs to the related 2025-2 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee on behalf of the Noteholders its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2016-1 Leases; (B) all other 2016-1 SUBI Assets, including the 2016-1 SUBI Collection Account but excluding the 2016-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-1 Vehicles to the extent not applied to making repairs to the related 2016-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer each Grantor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Grantor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money; (xi) all Supporting Obligations; (xii) all books and records relating to the Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all other personal property of such Grantor, whether tangible or intangible, and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Grantor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiii) above, the Seller pursuant to Section 2.01(b) of security interest created by this Agreement shall not extend to, and the Loan Purchase Agreementterm “Collateral” shall not include, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Property.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (bi) through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” (including all of the individual items comprising Pledged Collateral) shall not include, any Excluded Assets or 3-16 Excluded Property and the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Assets and shall provide to the Collateral Agent such other information regarding the Excluded Assets as the Collateral Agent may reasonably request. The foregoing grant Pledged Collateral will also not include Capital Interests and other securities of a Subsidiary to the extent that the pledge of such Capital Interests and other securities results in the Company being required to file separate financial statements of such Subsidiary with the SEC, but only to the extent necessary to not be subject to such requirement (such Capital Interests and other securities to the extent not included in the Pledged Collateral, the “Rule 3-16 Excluded Property”). In addition, in the event that Rule 3-16 of Regulation S-X under the Securities Act is made in trust amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of separate financial statements of any Subsidiary of the Company due to the fact that such Subsidiary’s Capital Interests or other securities secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in then the applicable Indenture Supplement) Capital Interests or distinctionother securities of such Subsidiary shall automatically be deemed to be Rule 3-16 Excluded Property, but only to the extent necessary to not be subject to such requirement. In such event, all Liens on such Capital Interests or other securities shall be automatically released and to secure compliance with the provisions of this Base Indenture Agreement and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted instrument or document delivered pursuant to the Indenture Trustee under this Base Indenture Agreement may be amended or the rights of the Indenture Trustee hereunder, the Issuer shall be permittedmodified, without the consent of the Indenture Trustee, the Collateral Agent or any Holder, to the extent necessary to release the security interests in favor of the Collateral Agent on the Capital Interests or other securities that are so deemed to no longer constitute part of the Pledged Collateral. In the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the SEC to permit (ior are replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) agree such Subsidiary’s Capital Interests or other securities to purchase Loans from secure the Seller pursuant to Section 2.01(bNotes in excess of the amount then pledged without the filing with the SEC (or any other governmental agency) of separate financial statements of such Subsidiary, then the Loan Purchase Agreement, (ii) consent Capital Interests or other securities of such Subsidiary shall automatically be deemed to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) be a part of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior Pledged Collateral but only to the effectiveness of extent necessary to not be subject to any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementfinancial statement requirement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds of any Letter-of-Credit Rights; (v) all Investment Property; (vi) the Commercial Tort Claims described on Schedule 2.1 hereto; (vii) all General Intangibles; (viii) all Money and all Deposit Accounts; (ix) all Supporting Obligations; (x) all books and records; and (xi) all other personal property of the foregoing includingsuch Pledgor, without limitationwhether tangible or intangible, and all present Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. The Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase AgreementAdministrative Agent, (ii) consent give written notice to judicial proceedings by the Servicer against Obligors pursuant Administrative Agent identifying in reasonable detail the Excluded Property and shall provide to Section 2(a) of the Servicing Agreement, (iii) terminate Administrative Agent such other information regarding the Person acting Excluded Property as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementAdministrative Agent may reasonably request.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Instruments, Promissory Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) any assets of Pledgor that now or hereafter come into the foregoing includingpossession, without limitationcustody, or control of Collateral Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (bi) The foregoing grant through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and from and after the Issue Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is made usual and customary in trust transactions of such type, subject to the Burger King Rights. In addition, notwithstanding anything herein to the contrary, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act requires (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of any Pledgor that is a Subsidiary of the Issuer due to the fact that such Subsidiary’s Capital Interests or other securities of such Pledgor secure the Notes and/or Permitted Additional Pari Passu Obligations affected thereby, then the Capital Interests and such other securities of such Pledgor will automatically be deemed not to be part of the Pledged Collateral securing the Notes and/or Permitted Additional Pari Passu Obligations affected thereby but only to the extent necessary to not be subject to such requirement, only for so long as required to not be subject to such requirement and only with respect to Secured Obligations affected thereby. In the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and Exchange Commission to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Pledgor’s Capital Interests and other securities to secure the Issuer ObligationsNotes and/or Permitted Additional Pari Passu Obligations in excess of the amount then pledged without the filing with the Securities and Exchange Commission (or any other governmental agency) of separate financial statements of such Pledgor, equally then the Capital Interests and ratably without prejudice, priority (except, with respect other securities of such Pledgor will automatically be deemed to be a part of the Pledged Collateral for the relevant Notes and/or Permitted Additional Pari Passu Obligations but only to the extent necessary to not be subject to any Series of Notes, as otherwise stated such financial statement requirement. In accordance with the limitations set forth in the two immediately preceding paragraphs, the Pledged Collateral for the Notes and/or Permitted Additional Pari Passu Obligations will include such Pledgor’s Capital Interests only to the extent that the applicable Indenture Supplementvalue of such Capital Interests (on a Subsidiary-by-Subsidiary basis) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf is less than 20% of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature aggregate principal amount of the assignment granted to Notes outstanding. Following the Indenture Trustee under this Base Indenture or date hereof, however, the rights portion of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent Capital Interests of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting Subsidiaries constituting Pledged Collateral may increase or decrease as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementdescribed above.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2021-1 Leases; (B) all other 2021-1 SUBI Assets, including the 2021-1 SUBI Collection Account but excluding the 2021-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2021-1 Vehicles to the extent not applied to making repairs to the related 2021-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer Each Grantor hereby pledges, hypothecates, collaterally assigns, conveyscharges, delivers, transfers mortgages and sets over pledges to the Indenture Trustee, for the benefit of the NoteholdersLender, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersLender, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any such Grantor’s right, title and interest in and to the following, whether now or interest hereafter existing or acquired and wherever located (collectively, the “Collateral”): (a) all Equipment; (b) all Inventory; (c) all Accounts; (d) all Intellectual Property Collateral; (e) all General Intangibles; (f) all Investment Property; (g) all Deposit Accounts; (h) all Chattel Paper; (i) all Pooled Loans Commercial Tort Claims; (j) all Goods (other than Inventory); (k) all Instruments; (l) all Payment Intangibles; (m) all Documents; (n) all Supporting Obligations; (o) all Letter-of-Credit Rights; (p) all Health-care-insurance-receivables; (q) all of each Grantor’s right, title and interest in and to all of its Leases and Management Agreements (including all Pooled Loans hereinafter acquired by the IssuerLeases and Management Agreements specified in Schedule VI attached hereto), and all Related Security with respect theretoeach Interest Rate Agreement to which any Grantor is now or may hereafter become a party, in each case as such agreements may be amended or otherwise modified from time to time (collectively, the “Assigned Agreements”), including (i) all monies rights of each Grantor to receive moneys due and to become due under or pursuant to the Issuer thereon Assigned Agreements; (ii) all rights of each Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned Agreements; (iii) all claims of each Grantor for damages arising out of or for breach of or default under the Assigned Agreements; and (iv) the right of each Grantor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder; (r) all furniture and Fixtures; (s) the Pledged Deposit Accounts, and all amounts received with respect thereto on and after the applicable Transfer Datetherein; (iit) the Collection Account all of each Grantor’s other property and the Lockbox Accountrights of every kind and description and interests therein, including all funds moneys, securities and other property, now or hereafter held or received by, or in the Collection Account and the Lockbox Account and all securitiestransit to, Lender from or for any Grantor, whether certificated for safekeeping, pledge, custody, transmission, collection or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsotherwise; (iiiu) all of each of the Transaction Documents (Grantor’s books, records, documents, instruments, electronic databases, computer records, ledger cards, customer lists, manuals, files, correspondence, tapes, drafts and related data processing software, writings, data bases, information and other than the Indentureproperty relating to, the Notes and any agreements relating to the issuance used or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or useful in connection therewithwith, whether payable as feesevidencing, expensesembodying, costsincorporating or referring to, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documentsof the foregoing Collateral; and (ivv) all proceeds Proceeds of any and all of the foregoing includingCollateral; provided, without limitationhowever, all present and future claimsthat any agreement to which such Grantor is a party shall be excluded from the security interest granted by such Grantor under this Section to the extent that the assignment thereof or the creation of a security interest therein would constitute a breach of the terms of such agreement, demandsor would permit any party to such agreement to terminate such agreement, causes in each case as such agreement is in effect on the date of action and chooses this Agreement or the date on which such agreement is first entered into by such Grantor; provided, further, however, that (i) any of the agreements excluded in action accordance with the foregoing provision shall cease to be so excluded if, at such time, (A) the prohibition of assignment or creation of a security interest in respect such agreement is no longer in effect, or is rendered ineffective as a matter of any law, or (B) such Grantor has obtained all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all consents of the foregoingother parties to such agreement necessary for the assignment of, including all proceeds or creation of the conversion thereofa security interest in, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any such agreement and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (bii) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of NotesManagement Agreement referred to in clause (p), as otherwise stated in the applicable Indenture Supplement) or distinction, and such Grantor shall use its commercially reasonable best efforts to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of obtain any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementnecessary consent.

Grant of Security Interest. (a) To Borrower, in order to secure the Issuer Obligations, payment of the Issuer hereby pledges, assigns, conveys, delivers, transfers principal and sets over interest with respect to the Indenture TrusteeLoan made pursuant to this Agreement, for the benefit all other sums due under and in respect hereof and of the NoteholdersNote, including reasonable fees, charges, expenses and attorneys' fees and costs and the performance and observance by Borrower of all other terms, conditions, covenants and agreements herein and in the Note (all such amounts and obligations being herein sometimes called the "Obligations"), does hereby grants grant to the Indenture Trustee, for the benefit of the Noteholders, Lender and its successors and assigns a security interest in, all of in and to the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “"Collateral”):"): All right, title, interest, claims and demands of Borrower in and to: (ia) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, All goods and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated equipment now owned or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)hereafter acquired, including, without limitation, the right all laboratory equipment, computer equipment, office equipment, machinery, fixtures, vehicles (including motor vehicles and trailers), and any interest in any of the Issuer to enforce each of such Transaction Documents and to give or withhold any foregoing, and all consentsattachments, requestsaccessories, noticesaccessions, directionsreplacements, approvalssubstitutions, extensions or waivers under or with respect additions, and improvements to such Transaction Documents; andany of the foregoing, wherever located; (ivb) all proceeds of any and all of the foregoing All inventory now owned or hereafter acquired, including, without limitation, all present merchandise, raw materials, parts, supplies, packing and future claimsshipping materials, demandswork in process and finished products including such inventory as is temporarily out of Borrower's custody or possession or in transit and including any returns upon any accounts or other proceeds, causes of action and chooses in action in respect including insurance proceeds, resulting from the sale or disposition of any or all of the foregoing and all payments on or under and all proceeds any documents of every kind and nature whatsoever in respect of title representing any or all of the foregoingabove, including all proceeds and Borrower's books relating to any of the conversion thereofforegoing (but specifically excluding from the term "inventory" all items constituting the physical embodiment of intellectual property and media in or on which physical embodiments of intellectual property are actually being stored); (c) All contract rights and general intangibles (except to the extent included within the definition of Intellectual Property or where licensed to or by borrower pursuant to a license that would become void or voidable or which would cause any other license to become void or voidable on the pledge of a security interest in it), voluntary now owned or involuntaryhereafter acquired, into cash or other liquid propertyincluding, all cash proceedswithout limitation, accountsgoodwill, accounts receivablelicense agreements, notesfranchise agreements, draftsblueprints, acceptancesdrawings, chattel paperpurchase orders, checkscustomer lists, deposit accountsroute lists, infringements, claims, computer programs, computer disks, computer tapes, literature, reports, catalogs, design rights, income tax refunds, payments of insurance proceeds, condemnation awards, and rights to payment of any kind; (d) All now existing and every kind hereafter arising accounts, contract rights, royalties, license rights and all other forms of obligations owing to Borrower arising out of the sale or lease of goods, the licensing of technology or the rendering of services by Borrower, whether or not earned by performance, and receivablesany and all credit insurance, instruments guaranties, and other property which at any time constitute security therefor, as well as all merchandise returned to or part of or are included in the proceeds of reclaimed by Borrower and Borrower's books relating to any of the foregoing.; (be) The foregoing grant is made All documents, cash, deposit accounts, investment property, securities, letters of credit, certificates of deposit, instruments and chattel paper now owned or hereafter acquired and Borrower's books relating to the foregoing; (f) Any and all claims, rights and interests in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholdersabove and all substitutions for, acknowledges additions and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature accessions to and proceeds thereof, including, without limitation, insurance, condemnation, requisition or similar payments and proceeds of the assignment granted sale or licensing of Intellectual Property to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any extent such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.proceeds no longer constitute Intellectual Property; but

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer each Loan Party hereby pledges, assigns, conveys, delivers, transfers pledges and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersLender, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Loan Party in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Collateral”): (a) all interests in the real estate owned by Revett Holdings and listed on Schedule 1.5 attached hereto (the “Revett Holdings Property”); and (b) all equity interests of Revett Holdings. Each Loan Party shall take all action that may be reasonably necessary or desirable, or that Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Lender’s security interest in and lien on the Collateral or to enable Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) promptly discharging all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuerliens other than Permitted Liens, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) subject to any express exclusion or limitations in this Agreement, executing and delivering financing statements, control agreements, instruments of pledge, notices and assignments, in each case in form and substance satisfactory to Lender, relating to the Collection Account creation, validity, perfection, maintenance or continuation of Lender’s security interest and lien under the Lockbox AccountUCC or other applicable law, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each providing, within fourteen (14) days of the Transaction Documents Closing Date (other than the Indentureor, the Notes and any agreements relating to the issuance or the purchase of any Notesat Lender’s sole discretion, such longer period), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each Loan Parties’ interests in the Revett Holdings Property, mortgages or deeds of such Transaction Documents trust (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right leasehold mortgages and leasehold deeds of the Issuer to enforce each trust) and related landlord estoppels, accompanied by title insurance, environmental indemnities, lien searches, environmental reports, opinions of such Transaction Documents counsel, and to give or withhold any and all consentsother items request by Lender in its sole discretion, requests, notices, directions, approvals, extensions or waivers under or with respect to the Revett Holdings Property (whether such Transaction Documentsinterest is a fee interest, leasehold interest, patented claim, unpatented claim or otherwise), and (iii) otherwise providing such other documents and instruments as Lender may request, in order that the full intent of this Agreement may be carried into effect; and (iv) all proceeds provided, however, perfection of any and all Lender’s liens on assets of the foregoing includingLoan Parties shall not be required where the Lender determines in its sole discretion that the benefits of obtaining such perfection is outweighed by the costs or burdens of providing the same. By its signature hereto, without limitationeach Loan Party hereby authorizes Lender to file against such Loan Party, all present one or more financing, continuation or amendment statements pursuant to the applicable UCC in form and future claimssubstance satisfactory to Lender (which statements may have a description of collateral which is the same, demandsbroader or more narrow than that set forth herein). All charges, causes of action expenses and chooses fees Lender may incur in action in respect of doing any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplementlocal taxes relating thereto, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, paid by Borrower to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.Lender immediately upon demand

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all rights of such Obligor under or relating to FCC Licenses and PUC Authorizations and the proceeds from the sale of any FCC Licenses or PUC Authorizations or any goodwill or other intangible rights or benefits associated therewith; provided that such security interest does not include at any time any FCC Licenses to the extent (but only to the extent) that (i) FCC approval is required in order to grant a security interest therein or (ii) at such time the Collateral Agent may not validly possess a security interest therein pursuant to the Communications Act of 1934, as amended, and the regulations promulgated thereunder, as in effect at such time, but such security interest does include, to the maximum extent permitted by law, all rights incident or appurtenant to FCC Licenses and the right to receive all proceeds derived from or in connection with the sale, assignment or transfer of the FCC Licenses; (xii) all Supporting Obligations; (xiii) all books and records relating to the Collateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiv) above, the Seller pursuant to Section 2.01(b) of security interest created by this Agreement shall not extend to, and the Loan Purchase Agreementterm “Collateral” shall not include, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Property.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, license or agreement in favor of the Servicing AgreementCollateral Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure As security for the Issuer payment and performance of the Secured Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and Company hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Secured Party a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any Company’s right, title and interest in, to and under the following property, wherever located and whether now existing or interest owned or hereafter acquired or arising (collectively, the “Collateral”): ): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; Accounts; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time Rights to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; Payment; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction DocumentsChattel Paper; and (iv) all proceeds Deposit Accounts; (v) all Documents; (vi) all Equipment; (vii) all General Intangibles; (viii) all Instruments; (ix) all Inventory; (x) all Investment Property; (xi) all Books; (xii) all Letter of Credit Rights; (xii) all Commercial Tort Claims; (xiii) all Contracts; (xiv) all Money; (xv) all Supporting Obligations; (xvi) all other goods and personal property, wherever located, whether tangible or intangible, and whether now owned or hereafter acquired, existing, leased or consigned by or to the Company; and (xvi) all Proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under accessions to, substitutions and all proceeds replacements for and rents, profits and products of every kind and nature whatsoever in respect of any or all each of the foregoing, including all proceeds of . If the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which Company at any time constitute all or part acquires a Commercial Tort Claim in excess of or are included $50,000, the Company shall immediately notify the Secured Party in a writing signed by the Company of the brief details thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (exceptthis Agreement, with respect such writing to be in form and substance reasonably satisfactory to the Secured Party and the Company shall file or cause to be filed an amendment to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement financing statement under the UCCUCC to include such Commercial Tort Claim. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2011-1 Leases; (B) all other 2011-1 SUBI Assets, including the 2011-1 SUBI Collection Account but excluding the 2011-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2011-1 Vehicles to the extent not applied to making repairs to the related 2011-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Patents, Trademarks, Copyrights, Intellectual Property Licenses and Trade Secrets and Other Proprietary Rights; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiii) above, the Seller pursuant to security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (x) the Pledgors shall, concurrently with any delivery of financial statements under Section 2.01(b5.01(a) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Credit Agreement and upon the Servicer against Obligors pursuant to Section 2(a) request of the Servicing AgreementCollateral Agent at any time an Event of Default has occurred and is continuing, (iii) terminate provide to the Person acting Collateral Agent such information regarding the Excluded Property as the Backup Servicer Collateral Agent may reasonably request (including written notice identifying in accordance with Section 4.2.3 reasonable detail the Excluded Property) and (y) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the creation of a Lien on such permit, license or agreement in favor of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any Collateral Agent unless such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with prohibition is permitted under Section 4.3 6.19 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Credit Agreement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Instruments, Promissory Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; Table of Contents (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the foregoing includingpossession, without limitationcustody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property from and after the Closing Date, no Pledgor shall permit to purchase Loans from become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Seller pursuant to Section 2.01(b) creation of a Lien on such permit, license or agreement in favor of the Loan Purchase AgreementAdministrative Agent unless such Pledgor believes, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) in its reasonable judgment, that such prohibition is usual and customary in transactions of the Servicing Agreementsuch type, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior subject to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementBurger King Rights.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letter-of-Credit Rights (whether or not the Letter of any Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible; and (xiv) all Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust . Notwithstanding anything herein to secure the Issuer Obligationscontrary, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinctionsecurity interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property; provided, that the Pledgors shall from time to secure compliance with time at the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf reasonable request of the NoteholdersCollateral Agent provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request. Notwithstanding anything to the contrary contained herein, acknowledges and accepts such grant. This Base Indenture constitutes the Pledgors shall not be required to provide physical Collateral or to otherwise perfect a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted interest in any Collateral to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementextent constituting an Excluded Perfection Action.

Grant of Security Interest. (a) To secure the Issuer prompt payment and performance of all Obligations, the Issuer each Borrower hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeAgent, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a continuing security interest inin and Lien upon all Property of such Borrower, including all of the following property Property, whether now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any rightacquired, title or interest (collectively, the “Collateral”):and wherever located: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account and the Lockbox Accountall Chattel Paper, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundselectronic chattel paper; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andCommercial Tort Claims; (iv) all proceeds Deposit Accounts; (v) all Documents; (vi) all General Intangibles, including Intellectual Property; (vii) all Goods, including Inventory, Equipment and fixtures; (viii) all Instruments; (ix) all Investment Property; (x) all Letter-of-Credit Rights; (xi) all Supporting Obligations; (xii) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (xiii) all accessions to, substitutions for, and all of the foregoing includingreplacements, without limitationproducts, all present and future claims, demands, causes of action cash and chooses in action in respect of any or all of the foregoing and all payments on or under and all non-cash proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofand unearned premiums with respect to insurance policies, voluntary and claims against any Person for loss, damage or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment destruction of any Collateral; and (xiv) all books and every kind records (including customer lists, files, correspondence, tapes, computer programs, print-outs and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of computer records) pertaining to the foregoing. (b) The foregoing grant is made Notwithstanding anything to the contrary set forth in trust to secure Section 7.1(a) above, the Issuer Obligationstypes or items of Collateral described in such Section shall not include (collectively, equally and ratably without prejudicethe “Excluded Property”): (i) any Excluded Equity, priority (exceptii) any rights or interests in any contract, lease, permit, license, charter or license agreement covering real or personal property, as such, if under the terms of such contract, lease, permit, charter or license agreement, or applicable law with respect to any Series thereto, the valid grant of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted interest or Lien therein to the Indenture Trustee under this Base Indenture Agent is prohibited and such prohibition has not been or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without is not waived or the consent of the Indenture Trusteeother party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained or under applicable law such prohibition cannot be waived, provided, that the forgoing exclusion shall in no way be construed (A) to apply if any such prohibition is unenforceable under the UCC or other Applicable Law or (iB) agree so as to purchase Loans from the Seller pursuant limit, impair or otherwise affect Agent's unconditional continuing security interests in and Liens upon any rights or interests of any Borrower in or to Section 2.01(b) of the Loan Purchase Agreementmonies due or to become due under any such contract, lease, permit, license, charter or license agreement (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreementincluding any Accounts), (iii) terminate any application for a trademark that would be invalidated, canceled, voided or abandoned due to the Person acting as grant and/or enforcement of such security interest or Lien, including all such United States and foreign trademark applications that are based on an intent-to-use the Backup Servicer ▇▇▇▇ in accordance with Section 4.2.3 commerce, unless and until such time that the grant and/or enforcement of the Backup Servicing Agreementsecurity interest or Lien will not cause such trademark to be invalidated, providedcanceled, thatvoided or abandoned, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and or (iv) remove Equipment of Fixtures owned by any Obligor that is subject to a Purchase Money Lien or Capital Lease permitted hereunder, but only to the Person acting as extent that the Custodian under the Custodial Agreement contract pursuant to Section 5.3(m) which such Purchase Money Lien is granted or such Capital Lease would prohibit the granting of the Custodial Agreement, a Lien on such Equipment or Fixtures pursuant hereto; provided, thathowever that Excluded Property shall not include any Proceeds, prior substitutions or replacements of Excluded Property (unless such Proceeds, substitutions or replacements would constitute Excluded Property) and provided, further if any Excluded Property would have otherwise have constituted Collateral, when such property shall cease to be Excluded Property, such property shall be deemed at all times from and after the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementdate hereof to constitute Collateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2015-2 Leases; (B) all other 2015-2 SUBI Assets, including the 2015-2 SUBI Collection Account but excluding the 2015-2 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-2 Vehicles to the extent not applied to making repairs to the related 2015-2 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Instruments, Promissory Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (xi) all Supporting Obligations; (xii) all Bank Products; (xiii) any assets of Pledgor that now or hereafter come into the foregoing includingpossession, without limitationcustody, or control of Administrative Agent (or its agent or designee); (xiv) all books and records relating to the Pledged Collateral; and (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property from and after the Closing Date, no Pledgor shall permit to purchase Loans from become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Seller pursuant to Section 2.01(b) creation of a Lien on such permit, license or agreement in favor of the Loan Purchase AgreementAdministrative Agent unless such Pledgor believes, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) in its reasonable judgment, that such prohibition is usual and customary in transactions of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure As security for the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and Debtor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Secured Party a continuing security interest in, lien on, and right of set-off against, all personal property and fixtures of the Debtor, including without limitation all of the following property of the Debtor, whether now owned or at any time existing or hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any rightarising, title or interest (collectively, the “Collateral”):regardless of where located: (i) all Pooled Loans Accounts of the Debtor (including the Debtor's interest in all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Datecredit enhancements therefor); (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims Inventory of the Issuer in and to such fundsDebtor; (iii) each all Equipment of the Transaction Documents Debtor (other than provided that the IndentureDebtor shall not be required to record the Secured Party's Lien on any certificate of title relating to any motor vehicle); (iv) all Assigned Contracts, letters of credit, chattel paper, promissory notes, instruments and documents of title of the Debtor; provided, that the Collateral shall not include any Assigned Contract in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the Notes and any agreements relating provisions of this Section 2.1 shall be deemed to apply thereto automatically; (v) all General Intangibles of the issuance or the purchase of any Notes)Debtor, including all monies due Proprietary Rights of the Debtor; provided, that the Collateral shall not include any General Intangible in respect of which the grant of the security contemplated by this Agreement shall be prohibited by its terms; provided, however, that upon the termination of such prohibitions for any reason whatsoever, the provisions of this Section 2.1 shall be deemed to apply thereto automatically; (vi) all Investment Property and to become due Financial Assets of the Debtor; (vii) to the Issuer thereunder extent not included in the foregoing, all claims which the Debtor has against any other Person, including all amounts owing to the Debtor by any Person for loans and advances made by the Debtor to such Person; (viii) all money, cash, cash equivalents, securities and other property of any kind of the Debtor held directly or in connection therewithindirectly by, whether payable as feesor under the control of, expenses, costs, indemnities, insurance recoveries, damages for the breach Secured Party or any affiliates thereof or otherwiseby a bailee thereof; (ix) all deposit accounts, credits and balances of the Debtor with, and all rights, remedies, powers, privileges and other claims of the Issuer under Debtor against, the Secured Party or with respect any of its affiliates; (x) all books, records and other property related to each or referring to any of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)foregoing, including, without limitation, the right books, records, account ledgers, data processing records, computer software and other property at any time evidencing or relating to any of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documentsforegoing; and (ivxi) all proceeds of any accessions to, substitutions for and all of the foregoing includingreplacements, without limitation, all present products and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing, including, but not limited to, proceeds of any insurance policies, claims against third parties, and condemnation or requisition payments with respect to all or any of the foregoing. All of the foregoing, and all other property of the Debtor in which the Secured Party may at any time be granted a Lien to secure the Obligations, is herein collectively referred to as the "Collateral." (b) All of the Obligations shall be secured by all of the Collateral. The foregoing grant is made Secured Party may in trust its sole discretion, (i) exchange, waive or release any of the Collateral, and (ii) when any Event of Default exists (x) apply Collateral and direct the order or manner of sale thereof as the Secured Party may determine, and (y) settle, compromise, collect, or otherwise liquidate any Collateral in any manner, all without affecting the Obligations or the Secured Party's right to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, take any other action with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCCother Collateral. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer Each Grantor hereby pledges, collaterally assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeCollateral Agent, for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a continuing security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer such Grantor or in which the Issuer such Grantor now has or at any time in the future may acquire any right, title or interest interest, in each case, regardless of where located (collectively, the “Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Grantor’s Obligations: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date;Accounts (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsChattel Paper; (iii) each of the Transaction Documents (other than the Indenture, the Notes all cash and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andDeposit Accounts; (iv) all proceeds Documents; (v) all Equipment; (vi) all General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (xi) all Letter-of-Credit Rights; (xii) the Commercial Tort Claims described in Schedule 3; (xiii) all Goods and other personal property not otherwise described above; (xiv) all books and records pertaining to the Collateral; and (xv) to the extent not otherwise included, all Proceeds, Supporting Obligations and products of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under collateral security and all proceeds of every kind and nature whatsoever in guarantees given by any Person with respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; provided, however, that notwithstanding any of the other provisions set forth in this Article 2, “Collateral” shall not include, and this Agreement shall not constitute a grant of a security interest in, the following: (A) any Foreign Subsidiary Voting Stock excluded from the definition of “Pledged Stock,” (B) any property to the extent that such grant of a security interest is in Equipment or Property, as the case may be, subject to a Lien permitted pursuant to the definition of “Permitted Liens” in the Indenture, in each case, with respect to which such Grantor is prohibited from granting a security interest under the terms of the Debt incurred to finance the purchase of such Equipment or Property, or to the extent that the grant of such security interest in such Equipment or Property is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, Pledged Stock or Pledged Note, any applicable shareholder or similar agreement, except to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, (C) any owned real property with a value (together with improvements thereon) of less than $3,000,000 and any leasehold interest related to real property, (D) any property of Parent or Holdings, other than their respective right, title and interest in and to the Capital Stock of the Company (and Holdings, in the case of Parent) and related intangible assets and Proceeds thereof, (E) any United States intent-to-use trademark application to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under the applicable federal law and (F) prior to the Discharge of Senior Lender Claims, any assets not subject to First Priority Liens (the assets described in the immediately preceding clauses (A) though (F), collectively, the “Excluded Assets”). (b) The foregoing grant Notwithstanding anything herein to the contrary, (i) in no event shall any Grantor be required to (A) perfect a security interest in (y) any foreign Intellectual Property or (z) any vehicles or other assets covered by a certificate of title (except to the extent such security interest is made perfected by the filing of UCC financing statements, generally), (B) take any action intended to cause any property that constitutes Excluded Assets to constitute Collateral, (C) take any action, other than the filing of UCC financing statements and other actions otherwise required to be taken hereunder, to perfect any Lien in trust to secure any assets located outside of the Issuer ObligationsUnited States, equally and ratably without prejudice(D) deliver (w) landlord waivers, priority (exceptx) bailee letters, (y) other similar third-party documents or (z) foreign security documents or (E) deliver a control agreement with respect to (x) any Series of NotesExcluded Account or (y) any other Deposit Account if, as otherwise stated after using commercially reasonable efforts, such Grantor determines that such control agreement cannot be obtained (the actions described in this clause (i), collectively, the applicable Indenture Supplement“Excluded Actions”), (ii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf none of the Noteholderscovenants or representations and warranties herein or in any other Second Lien Security Document shall be deemed to apply to any property constituting Excluded Assets and (iii) none of the covenants or representations and warranties herein or in any other Second Lien Security Document shall be deemed to apply to, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under or require the UCCperformance of, any Excluded Actions. (c) Without derogating from The security interests are granted as security only and shall not subject the absolute nature Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the assignment Collateral or any transaction in connection therewith. (d) Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Liens granted pursuant to this Article 2 shall be subject and subordinate to the Liens granted to the Indenture Trustee under this Base Indenture or Administrative Agent to secure the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller First Lien Secured Obligations pursuant to Section 2.01(b) of the First Lien Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementDocuments.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers payment and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or performance in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds full of any and all Obligations, each of Borrower and Overhill Ventures hereby grants to Lender a Lien upon, and so pledges and assigns to Lender, and affirms, ratifies and acknowledges the foregoing includingcontinuing validity, without limitationenforceability, and perfection of, the assignments, pledges, and grants to Lender of Liens heretofore granted to Lender (or to UBOC as Lender’s assignor) pursuant hereto in and to, all present right, title and future claims, demands, causes interest of action Borrower and chooses Overhill Ventures in action in respect of any or all of and to the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingCollateral. (b) The foregoing grant is made Each of Borrower and each of its Subsidiaries represents, warrants, and agrees as follows: (i) Lender’s Liens in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, Collateral are fully perfected Liens on all Collateral with respect to any Series which Liens can be perfected by filing, which Liens are, until the Termination Date, enforceable as first priority, fully perfected Liens as against all other creditors of, and purchasers from, Borrower and each of Notes, as otherwise stated its Subsidiaries (other than purchasers and lessees of Inventory in the applicable Indenture Supplementordinary course of business and the non-exclusive licensees of General Intangibles in the ordinary course of business); (ii) all action necessary or distinctiondesirable to protect and perfect such Liens in favor of Lender in all of the Collateral has been duly taken as to all Collateral with respect to which Liens can be perfected by filing; (iii) except for Permitted Liens on Collateral, Borrower (and any of its Subsidiaries granting a Lien in Collateral) is and has rights in and the power to transfer each such item of the Collateral (other than consigned goods specifically identified in Schedule 6.1), free and clear of any and all other Liens except for Liens in favor of Lender; and (iv) no effective security agreement, mortgage, deed of trust, financing statement, equivalent security or Lien instrument, or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those filed by Borrower (and any of its Subsidiaries granting a Lien to Lender in the Collateral) in favor of Lender pursuant to the Loan Documents, and those relating to secure compliance with other Permitted Liens. Each of Borrower and its Subsidiaries shall defend the provisions right, title and interest of this Base Indenture Lender in and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or Collateral against the rights claims and demands of the Indenture Trustee hereunderall Persons, the Issuer and shall be permittedtake such actions, without the consent of the Indenture Trustee, to including (i) agree all actions necessary to purchase Loans from the Seller pursuant grant Lender “control” of any Investment Property, Deposit Accounts or electronic Chattel Paper owned by Borrower and each of its Subsidiaries granting a Lien in Collateral, with any agreements establishing control to Section 2.01(b) of the Loan Purchase Agreementbe in form and substance satisfactory to Lender, (ii) consent the delivery to judicial proceedings Lender of all original Instruments, Chattel Paper, and certificated Stock owned by the Servicer against Obligors pursuant to Section 2(aBorrower and each of its Subsidiaries granting a Lien in Collateral (in each case, accompanied by stock powers, allonges or other instruments of transfer executed in blank) of the Servicing Agreementpromptly after Borrower receives same, (iii) terminate the Person acting as the Backup Servicer notification of Lender’s interest in accordance with Section 4.2.3 of the Backup Servicing AgreementCollateral at Lender’s request, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting institution of litigation against third parties, as shall be prudent in order to protect and preserve Borrower’s, such Subsidiaries’, and Lender’s respective and several interests in the Custodian Collateral. Borrower (and any of its Subsidiaries granting a Lien in Collateral) shall m▇▇▇ its Books and Records pertaining to the Collateral to evidence the Loan Documents and the Liens granted under the Custodial Agreement pursuant to Section 5.3(m) Loan Documents. If Borrower or any of the Custodial Agreement, provided, that, prior to the effectiveness its Subsidiaries retains possession of any Chattel Paper or Instruments with Lender’s consent, then such removalChattel Paper and Instruments shall be marked with the following legend: “THIS WRITING AND THE OBLIGATIONS EVIDENCED OR SECURED HEREBY ARE SUBJECT TO THE LIEN OF PLEASANT STREET INVESTORS, LLC.” Borrower and each of its Subsidiaries granting a replacement Custodian Lien in Collateral shall have been appointed promptly, and in accordance with Section 5.3(many event within two (2) Business Days after the same is acquired by it, notify Lender of any Commercial Tort Claim acquired by it and unless otherwise consented by Lender, Borrower (and any applicable Subsidiary) shall enter into an amendment or other supplement to this Agreement (and the Custodial AgreementLoan Documents) granting to Lender a Lien in such Commercial Tort Claim.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (bi) The foregoing grant through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to time at the reasonable request of the Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) from and after the Closing Date, no Pledgor shall permit to become effective in any document creating, governing or providing for any material permit, license or agreement a provision that would prohibit the creation of a Lien on such material permit, license or agreement in favor of the Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is made usual and customary in trust transactions of such type. It is further understood and agreed that, notwithstanding anything herein to secure the Issuer Obligationscontrary, equally at any time that the Intercreditor Agreement is in effect, any Control Collateral that is required to be delivered to the Collateral Agent hereunder shall be delivered to the Control Agent and ratably without prejudice, priority (except, the Control Agent shall act as agent of the Collateral Agent and the Secured Parties with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCCControl Collateral. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer prompt payment and performance of all Obligations, the Issuer each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeAgent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of the Noteholdersfollowing personal and fixture property, assets and rights of such Obligor of every kind and nature, whether now owned or hereafter acquired or arising, and hereby grants wherever located: (a) all Accounts and all Credit Card Receivables; (b) all Chattel Paper, including electronic chattel paper; (c) all Commercial Tort Claims described on Schedule 7.1(c), as shall be amended from time to time in accordance with Section 7.4.1; (d) all Deposit Accounts; (e) all Documents; (f) subject to the Indenture Trusteeproviso to Section 7.1(m), all General Intangibles, including Payment Intangibles, Software and Intellectual Property; provided, however, that the grant of security interest shall not include any intent-to-use application for a trademark that may be deemed invalidated, canceled or abandoned due to the benefit grant and/or enforcement of such security interest unless and until such time that the grant and/or enforcement of the Noteholderssecurity interest will not affect the status or validity of such trademark; (g) all Goods, including Inventory, Equipment and Fixtures, excluding (i) any motor vehicles and (ii) any Equipment subject to Purchase Money Liens securing Permitted Purchase Money Debt so long as the documents evidencing such Permitted Purchase Money Debt expressly prohibit a second priority lien on such Equipment; (h) all Instruments; (i) all Investment Property; (j) all Letter-of-Credit Rights; (k) all Supporting Obligations; (l) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (m) all equity interests in any Subsidiary of such Obligor; provided that such grant of security interest shall not extend to the partnership interests in any of The Bon-Ton Properties-Eastview L.P., The Bon-Ton Properties- Marketplace L.P., or The Bon-Ton Properties- Greece Ridge L.P., to the extent that the grant of such security interest would constitute or result in a breach or termination pursuant to the terms of, or a default under, any lease, loan document, partnership agreement or other organizational document of such limited partnership, so long as such restrictive provision is enforceable under Applicable Law; (n) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing; provided, however, that notwithstanding any of the other provisions set forth herein and solely with respect to assets other than Inventory, Accounts, and other assets of the types that are not included in the Tranche A Borrowing Base or the Tranche A-1 Borrowing Base, this Loan Agreement shall not constitute a grant of a security interest in, all and “Collateral” shall not include any property to the extent that a grant of the following property now owned security interest therein (x) is prohibited by any requirements of law or at any time hereafter acquired (y) is prohibited by the Issuer or in which the Issuer now has constitutes a breach or at any time default under or results in the future may acquire termination of or requires any rightconsent not obtained under any contract, title license, agreement, instrument or interest other document evidencing or giving rise to such property or any applicable shareholder or similar agreement, in the case of clause (collectivelyx) and (y), the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due solely to the Issuer thereon extent such prohibition or breach or default or requirement for consent is in effect and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer is enforceable under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingApplicable Law. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer ObligationsEach U.S. Institution Subsidiary hereby bargains, the Issuer hereby pledgessells, conveys, assigns, conveyssets over, deliversmortgages, pledges, hypothecates and transfers and sets over to the Indenture TrusteeCollateral Agent, for the ratable benefit of the NoteholdersSecured Parties, and hereby grants to the Indenture TrusteeCollateral Agent, for the ratable benefit of the NoteholdersSecured Parties, a lien on and security interest in (the “Security Interest”), all of its right, title and interest in, to and under all of the following property now owned or at any time hereafter acquired by the Issuer such U.S. Institution Subsidiary or in which the Issuer such U.S. Institution Subsidiary now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DatePledged US Receivables; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsPledged U.S. Institution Subsidiary Trademarks; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andPledged U.S. Institution Subsidiary Copyrights; (iv) all proceeds Pledged U.S. Institution Subsidiary Patents; (v) all books and records pertaining to the Collateral; and (vi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing includingforegoing. provided, without limitation(x) that none of the items included in clauses (i) through (iv) above shall constitute Collateral to the extent (and only to the extent) that the grant of the Security Interest therein would violate any Requirement of Law applicable to such Collateral (other than to the extent that any such Requirement of Law would be rendered ineffective pursuant to Sections 9-406, all present and future claims9-407, demands, causes 9-408 or 9-409 of action and chooses in action in respect the UCC (or any successor provision or provisions) of any relevant jurisdiction or all any other applicable law) and (y) the Collateral shall not include any “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application prior to the filing of and acceptance by the foregoing United States Patent and all payments on Trademark Office of a “Statement of Use” or under and all proceeds “Amendment to Allege Use” with respect thereto, to the extent, if any, that, solely during the period, if any, in which the grant of every kind and nature whatsoever in respect a security interest therein would impair the validity or enforceability of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoingregistration issuing from such “intent-to-use” Pledged U.S. Institution Subsidiary Trademark application under applicable federal law. (b) The foregoing grant is made in trust Each U.S. Institution Subsidiary hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to secure time, to file or record financing statements, amendments to financing statements and, with notice to the Issuer ObligationsBorrower, equally and ratably without prejudice, priority (except, other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the Security Interests of the Collateral Agent under this Collateral Agreement. Each U.S. Institution Subsidiary hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any Series time and from time to time, to file continuation statements with respect to previously filed financing statements. A photographic or other reproduction of Notesthis Collateral Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction to the Collateral Agent. Each U.S. Institution Subsidiary hereby agrees to provide to the Collateral Agent, as otherwise stated promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b), including the filings in the applicable Indenture Supplement) or distinction, United States Patent and Trademark Office and United States Copyright Office referred to secure compliance below. The Collateral Agent is further authorized to file with the provisions United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of this Base Indenture perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each U.S. Institution Subsidiary and naming any Indenture SupplementU.S. Institution Subsidiary as debtor and the Collateral Agent as secured party, all as provided in that, at the Indenturereasonable request of the Collateral Agent, each U.S. Institution Subsidiary agrees to execute any such documents to be so filed. The Indenture TrusteeSecurity Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, on behalf or in any way alter or modify, any obligation or liability of any U.S. Institution Subsidiary with respect to or arising out of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCCCollateral. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer prompt payment and performance of all of the Obligations, the Issuer each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeAgent, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a continuing security interest in, in and Lien upon all of the following property Property and interests in Property of such Obligor, whether now owned or at any time existing or hereafter created, acquired by the Issuer or arising and wheresoever located, but excluding all Fixed Assets and all Software and Intellectual Property embedded in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):Fixed Assets: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds;Supporting Obligations (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes)all Goods, including all monies due Inventory, but excluding all Equipment; (iv) all Instruments; (v) all Chattel Paper, including Electronic Chattel Paper; (vi) all Documents; (vii) all General Intangibles, including Payment Intangibles, Software and to become due to the Issuer thereunder Intellectual Property, excluding, however, rights under (but not proceeds of) any lease, contract or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents agreement (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, any license), that contains an enforceable restriction on such Obligor’s right to grant a security interest to Agent, unless and until such Obligor shall have obtained consent from the right relevant party or parties thereto to the grant of the Issuer security interest; (viii) all Deposit Accounts; (ix) all Investment Property (but excluding any portion thereof that constitutes Margin Stock unless otherwise expressly provided in any Security Documents); (x) all Letter-of-Credit Rights; (xi) all Insurance Receivables Rights; (xii) all monies now or at any time or times hereafter in the possession or under the control of Agent or a Lender or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral in the Cash Collateral Account, but excluding, to enforce each the extent the Lien therein constitutes a Permitted Lien under Section 10.2.5(viii), cash collateral posted in favor of any surety or bonding company in connection with any appeal bond issued by such Transaction Documents and to give surety or withhold any bonding company; (xiii) all accessions to, substitutions for and all consentsreplacements, requestsproducts and cash and non-cash proceeds of (i) through (xi) above, notices, directions, approvals, extensions or waivers under or including proceeds of and unearned premiums with respect to such Transaction Documentsinsurance policies insuring any of the Collateral and claims against any Person for loss of, damage to or destruction of any of the Collateral; and (ivxiv) all proceeds of any books and all of the foregoing includingrecords (including customer lists, without limitationfiles, all present and future claimscorrespondence, demandstapes, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingcomputer programs, including all proceeds of the conversion thereofprint-outs, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms computer materials and records) of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of such Obligor pertaining to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(bthrough (xiii) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementabove.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a Lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of the Pledgor in, to and under all property of the Pledgor and in particular the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateCollateral Assets; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsInstruments; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, Investment Property and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents Financial Assets; (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)iv) all General Intangibles, including, without limitation, all Payment Intangibles; (v) all Money and all Deposit Accounts; (vi) all Chattel Paper; (vii) all Letter-of-Credit Rights (viii) all Documents; (ix) all Supporting Obligations; (x) all books and Records relating to the right Collateral; (xi) all Accounts; (xii) all rights arising under the Investment Advisory Agreement and the Sale Agreement; (xiii) all Cash and Cash Equivalents (a) held in, or expressly required to be deposited into, the Collateral Account pursuant to the terms of the Issuer Collateral Administration Agreement, or (b) received by the Administrative Agent or any Lender as a result of the exercise of remedies in accordance with the Loan Documents in respect of the Collateral Assets; provided that Cash and Cash Equivalents that would otherwise constitute Collateral pursuant to enforce each this clause (xiii) shall cease to be Collateral immediately and automatically upon their release from the Collateral Account pursuant to the terms of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documentsthe Collateral Administration Agreement; and (ivxiv) all proceeds to the extent not covered by clauses (i) through (xiii) of any and all of the foregoing including, without limitationthis sentence, all present Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to the Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure . Notwithstanding the Issuer Obligationsforegoing, equally the Lien and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinctionsecurity interest created by this Agreement shall not extend to, and the term “Collateral” shall not include, and the component definitions thereof shall not include, any Excluded Property. Any Collateral Asset and related Collateral shall cease to secure be Collateral immediately and automatically upon its sale or transfer pursuant to and in compliance with the provisions of this Base Indenture terms and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) conditions of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementDocuments.

Grant of Security Interest. (a) To secure the Issuer prompt payment and performance of the Obligations, the Issuer each Obligor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeAgent, for the benefit of Secured Parties, a continuing security interest and Lien on all personal Property of such Obligor, including the Noteholdersfollowing, whether now owned or hereafter acquired, and hereby grants wherever located: (a) all Accounts and all Payment Intangibles; (b) all Chattel Paper, including electronic chattel paper; (c) all Commercial Tort Claims, including those shown on Schedule 7.5; (d) all Deposit Accounts and Securities Accounts; (e) all Documents; (f) all General Intangibles (including Intellectual Property) and all business interruption insurance; (g) all Goods, including Inventory, Equipment, Fixtures and As-Extracted Collateral; (h) all Instruments; (i) all Investment Property; (j) all Letter-of-Credit Rights; (k) all Supporting Obligations; (l) all monies, whether or not in the possession or under the control of Agent, including any Cash Collateral; (m) all accessions to, substitutions for, and all replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (n) all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the Indenture Trusteeforegoing. To the extent that any of the above-described Property is not subject to the UCC, each Obligor hereby pledges and collaterally assigns all of such Obligor’s right, title, and interest in and to such Property, whether now owned or hereafter acquired, to Agent for the benefit of the Noteholders, a security interest in, all Secured Parties to secure the payment and performance of the following property now owned Obligations to the full extent that such a pledge and collateral assignment is possible under relevant law. Notwithstanding the foregoing, Collateral shall not include any Excluded Property; provided that Excluded Property shall not include any proceeds, products, substitutions or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect theretoreplacements of Excluded Property, including all monies due and or to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; an Obligor (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of unless such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accountsproducts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time substitutions or replacements would otherwise constitute all or part of or are included in the proceeds of any of the foregoingExcluded Property). (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2010-1 Leases; (B) all other 2010-1 SUBI Assets, including the 2010-1 SUBI Collection Account but excluding the 2010-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2010-1 Vehicles to the extent not applied to making repairs to the related 2010-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Supporting Obligations; (xi) all books and records relating to the Pledged Collateral; and (xii) to the extent not covered by clauses (i) through (xi) of this sentence, all other personal property of such Pledgor, whether tangible or intangible, and all Proceeds and products of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. The Pledgors shall provide to purchase Loans from the Seller pursuant Collateral Agent such information regarding any Excluded Property as the Collateral Agent may reasonably request. In addition, as collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges and grants to Section 2.01(b) the Control Agent for the benefit of the Loan Purchase AgreementCollateral Agent and the Secured Parties, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) a Lien on and security interest in all of the Servicing Agreementright, (iii) terminate title and interest of such Pledgor in, to and under the Person acting as Control Collateral. It is further understood and agreed that at any time that the Backup Servicer Intercreditor Agreement is in accordance with Section 4.2.3 of the Backup Servicing Agreementeffect, providedany Control Collateral that is required to be delivered, thator control over which is required to be granted, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) Collateral Agent hereunder shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior be delivered to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementControl Agent or be subject to Control Agent’s control.

Grant of Security Interest. (a) To secure As collateral security for the Issuer prompt and complete payment and performance of all of the Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and each Corporate Credit Party executing this Agreement hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Lender a security interest inin and Lien upon all of its property and assets, whether real or personal, tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer it now has or at any time in the future may acquire any right, title or interest interest: all Accounts; all Deposit Accounts and all funds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, Stock and Investment Property; all Inventory; all Equipment; all Goods; all Chattel Paper, all Documents; all Instruments; all Books and Records; all General Intangibles; each Life Insurance Policy; all Supporting Obligations; all Letter-of-Credit Rights; and to the extent not otherwise included, all Proceeds and products of all and any of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all events Hazardous Waste (all of the foregoing, together with any other collateral pledged to the Lender pursuant to any other Credit Document, collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant Each Corporate Credit Party executing this Agreement and Lender agree that this Agreement creates, and is made intended to create, valid and continuing Liens upon the Collateral in trust favor of Lender. Each such Corporate Credit Party represents, warrants and promises to secure Lender that: (i) such Corporate Credit Party is the Issuer sole owner of each item of the Collateral upon which it purports to g▇▇▇▇ ▇ ▇▇▇▇ pursuant to the Credit Documents, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Liens; (ii) the security interests granted pursuant to this Agreement will constitute valid perfected security interests in all of the Collateral in favor of Lender as security for the prompt and complete payment and performance of the Obligations, equally enforceable in accordance with the terms hereof against any and ratably without prejudice, priority all creditors of and purchasers from such Corporate Credit Party (except, with respect to any Series other than purchasers of Notes, as otherwise stated Inventory in the applicable Indenture Supplementordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Liens which have priority by operation of law; and (iii) no effective security agreement, financing statement, equivalent security or distinctionLien instrument or continuation statement covering all or any part of the Collateral is or will be on file or of record in any public office, except those relating to Permitted Liens. Each Corporate Credit Party executing this Agreement promises to defend the right, title and interest of L▇▇▇▇▇ in and to the Collateral against the claims and demands of all Persons whomsoever, and each Corporate Credit Party shall take such actions, including (x) upon request by L▇▇▇▇▇, the prompt delivery of all negotiable Documents, original Instruments, Chattel Paper and certificated Stock owned by such Corporate Credit Party to secure compliance Lender, (y) notification of L▇▇▇▇▇’s interest in Collateral at L▇▇▇▇▇’s request, and (z) the institution of litigation against third parties as shall be prudent in order to protect and preserve such Credit Party’s and L▇▇▇▇▇’s respective and several interests in the Collateral. Each Corporate Credit Party executing this Agreement shall mark its Books and Records pertaining to the Collateral to evidence the Credit Documents and the Liens granted under the Credit Documents. All Chattel Paper shall be marked with the provisions following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC.Gerber Finance Inc.” (c) Without derogating Each Corporate Credit Party executing this Agreement shall obtain or use its best efforts to obtain waivers or subordinations of Liens from landlords and mortgagees, and each Corporate Credit Party shall in all instances obtain signed acknowledgments of L▇▇▇▇▇’s Liens from bailees having possession of such Corporate Credit Party’s Goods that they hold for the absolute nature benefit of Lender. (d) Each Corporate Credit Party executing this Agreement shall obtain authenticated control letters from each issuer of uncertificated securities, securities intermediary, or commodities intermediary issuing or holding any financial assets or commodities to or for such Credit Party. (e) Each Corporate Credit Party executing this Agreement shall establish and maintain the cash management system described in Schedule IV. All payments on account of the assignment granted Obligations required by Sections 3.1 and 10.2 hereof shall be made to or deposited in the Indenture Trustee blocked account described in Schedule IV in accordance with the terms thereof. (f) Each Corporate Credit Party executing this Agreement shall promptly, and in any event within two (2) Business Days after becoming a beneficiary under a letter of credit, notify Lender thereof and enter into a tri-party agreement with L▇▇▇▇▇ and the issuer and/or confirmation bank with respect to Letter-of-Credit Rights assigning such Letter-of-Credit Rights to Lender and directing all payments thereunder to Lender, all in form and substance reasonably satisfactory to Lender. (g) Each Corporate Credit Party executing this Base Indenture or Agreement shall take all steps necessary to grant Lender control of all electronic chattel paper in accordance with the rights UCC and all “transferable records” as defined in each of the Indenture Trustee hereunder, Uniform Electronic Transactions Act and the Issuer shall be permitted, without the consent of the Indenture Trustee, Electronic Signatures in Global and National Commerce Act. (h) Each Corporate Credit Party executing this Agreement hereby irrevocably authorizes Lender at any time and from time to time to file in any filing office in any Uniform Commercial UCC jurisdiction any initial financing statements and amendments thereto that (i) agree to purchase Loans from indicate the Seller pursuant to Section 2.01(bCollateral (x) as all assets of such Corporate Credit Party or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Loan Purchase AgreementUCC or such jurisdiction, or (y) as being of an equal or lesser scope or with greater detail, and (ii) consent to judicial proceedings contain any other information required by the Servicer against Obligors pursuant to Section 2(a) Part 5 of Article 9 of the Servicing AgreementUCC or the filing office for acceptance of any financing statement or amendment, (iii) terminate including whether each Corporate Credit Party is an organization, the Person acting type of organization and any organization identification number issued to each Corporate Credit Party, and in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, Collateral relates. Each Corporate Credit Party agrees to furnish any such information to Lender promptly upon request. Each Corporate Credit Party also ratifies its authorization for Lender to have filed any initial financing statements or amendments thereto if filed prior to the effectiveness date hereof. (i) Each Corporate Credit Party shall promptly, and in any event within two (2) Business Days after the same is acquired by it, notify Lender of any such termination, a Replacement Backup Servicer commercial tort claim (as defined in the Backup Servicing UCC) acquired by it and unless otherwise consented by L▇▇▇▇▇, each Corporate Credit Party shall enter into a supplement to this Agreement, granting to Lender a Lien in such commercial tort claim. (j) shall have been appointed in accordance with Section 4.3 It is the intent of each Corporate Credit Party and Lender that none of the Backup Servicing Agreement Collateral other than as set forth in the Mortgage, is or shall be regarded as Fixtures and (iv) remove each Corporate Credit Party represents and warrants that it has not made and is not bound by any lease or other agreement that is inconsistent with such intent. Nevertheless, if the Person acting as Collateral or any part thereof is or is to become attached or affixed to any real estate, each Corporate Credit Party will, upon request, furnish Lender with a disclaimer or subordination in form satisfactory to Lender of their interests in the Custodian under Collateral from all Persons having an interest in the Custodial Agreement pursuant real estate to Section 5.3(m) which the Collateral is attached or affixed, together with the names and addresses of the Custodial Agreementrecord owners of, providedand all other persons having interest in, thatand a general description of, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementreal estate.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, (ii) consent Administrative Agent give written notice to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) Administrative Agent identifying in reasonable detail any material Excluded Property. Notwithstanding any of the Servicing Agreementother provisions set forth in this Article II or anything else contained in this Agreement or any other Loan Document, (iii) terminate the Person acting as aggregate amount of all Secured Obligations secured under the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer Collateral Documents by Principal Property (as defined in each Senior Note Indenture) or any shares of capital stock or evidences of Indebtedness (as defined in each Senior Note Indenture) issued by any Domestic Subsidiary (as defined in each Senior Note Indenture) and owned by Wendy’s International, Inc. or any Domestic Subsidiary (as defined in each Senior Note Indenture) (collectively, the Backup Servicing Agreement“Restricted Property”) shall have been appointed not, at any time, exceed the aggregate amount (such amount, the “Indenture Threshold Amount”) of Indebtedness (as defined in each Senior Note Indenture) that may be secured by Restricted Property under each Senior Note Indenture, determined in accordance with Section 4.3 the terms of each Senior Note Indenture, without requiring holders of the Backup Servicing Agreement applicable Senior Notes to be equally and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed ratably secured in accordance with Section 5.3(mthe terms of such Senior Note Indenture. It is understood and acknowledged by the parties hereto (including, by its acceptance of the benefit of this Agreement, each Secured Party) that (v) as of the Closing Date, the total amount of Secured Obligations is in excess of the Indenture Threshold Amount as of the Closing Date, (w) from time to time after the Closing Date, the total amount of the Secured Obligations may be in excess of the Indenture Threshold Amount then in effect, (x) as of the Closing Date, the Secured Obligations in excess of the Indenture Threshold Amount are not secured by any Restricted Property hereunder or under any other Collateral Document, (y) at any time after the Closing Date, any Secured Obligations in excess of the Indenture Threshold Amount in effect at such time shall not be secured by any Restricted Property hereunder or under any other Collateral Document and (z) in no event shall any Lien (as defined in each Senior Note Indenture) on any Restricted Property in favor of any Secured Party created hereunder or under any other Collateral Document at any time secure any Secured Obligations in excess of the Indenture Threshold Amount then in effect. For the avoidance of doubt, the calculation of the Indenture Threshold Amount at any date of determination shall take into account all outstanding Attributable Value (as defined in each Senior Note Indenture) of all Sale and Lease-Back Transactions (as defined in each Senior Note Indenture) permitted pursuant to the Custodial Agreementlast paragraph of Section 1009 of each Senior Note Indenture as of such date and all Indebtedness (as defined in each Senior Note Indenture) of Wendy’s International, Inc. and its Domestic Subsidiaries (as defined in each Senior Note Indenture) secured by Liens (as defined in each Senior Note Indenture) permitted pursuant to the last paragraph of Section 1008 of each Senior Note Indenture as of such date.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer Each Grantor hereby pledges, assigns, conveys, delivers, transfers assigns and sets over grants to the Indenture TrusteeAdministrative Agent (or confirms that the Administrative Agent already possesses), on behalf of and for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a continuing security interest in and Lien upon all of its right, title and interest in, to and under all of the following property personal property, whether now owned by or at any time owing to, or hereafter acquired by the Issuer or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, will be collectively referred to as the “Collateral”):), including: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account and the Lockbox Accountall Chattel Paper, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsElectronic Chattel Paper; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes)all General Intangibles, including all monies due Copyrights, Patents, Trademarks and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andIP Licenses; (iv) all Documents; (v) all Goods, including Inventory, Equipment and Fixtures; (vi) all Instruments; (vii) all Investment Property, including Commodities Accounts and Securities Accounts; (viii) all Letter-of-Credit Rights; (ix) all Deposit Accounts; (x) all Commercial Tort Claims; (xi) all Supporting Obligations; (xii) all monies, whether or not in the possession or under the control of the Administrative Agent, a Lender, or a bailee or Affiliate of the Administrative Agent, including any cash collateral; (xiii) all accessions to, substitutions for and replacements, products, and cash and non-cash proceeds of any and all of the foregoing including(including Stock Rights), without limitationincluding proceeds of and unearned premiums with respect to insurance policies, all present and future claimsclaims against any Person for loss, demands, causes of action and chooses in action in respect damage or destruction of any or Collateral; and (xiv) all of books and records (including customer lists, credit files, computer files, computer programs, tapes, printouts and other computer materials) pertaining to the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which General Intangibles at any time constitute all evidencing or part of or are included in the proceeds of relating to any of the foregoing. (b) The foregoing grant is made in trust ; to secure the Issuer Obligations, equally prompt and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, complete payment and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf performance of the NoteholdersSecured Obligations. Notwithstanding the foregoing, acknowledges and accepts the Collateral shall not include any Excluded Assets (but shall include proceeds of Excluded Assets unless such grantproceeds themselves constitute Excluded Assets). This Base Indenture constitutes a security agreement under In no event shall the UCC. (c) Without derogating from the absolute nature grant of the assignment granted to the Indenture Trustee under this Base Indenture or the rights Lien by any Grantor hereunder secure an Excluded Swap Obligation of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementGrantor.

Grant of Security Interest. As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges and grants to the Collateral Agent for the ratable benefit of the Secured Parties, a Lien on and security interest in and to all of the right, title and interest of such Pledgor in, to and under the following Property, wherever located, whether now existing or hereafter arising or acquired from time to time (collectively, giving effect to clause (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or proviso in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectivelythis Section 2.1, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents all Documents, Instruments and Chattel Paper; (other than the Indenture, the Notes iv) all Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property and any agreements relating to the issuance or the purchase of any Notes), including Deposit Accounts; (vii) all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and Intellectual Property Collateral; (viii) all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)Commercial Tort Claims, including, without limitation, the right Commercial Tort Claims described on Schedule 1 hereto (as such Schedule may be supplemented from time to time pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money; (xi) all Supporting Obligations; (xii) all books and records pertaining to any and/or all of the Issuer foregoing; (xiii) to enforce each the extent not covered by clauses (i) through (xii) of this sentence, choses in action of such Transaction Documents and to give Pledgor, whether tangible or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documentsintangible; and (ivxiv) all proceeds Proceeds and products of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiv) above or any other provision of this Agreement or any other Notes Document, the Seller pursuant to Section 2.01(b) of security interest created by this Agreement shall not extend to, and the Loan Purchase Agreementterm “Pledged Collateral” and “Intellectual Property Collateral” shall not include, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior any Excluded Assets. Notwithstanding anything to the effectiveness contrary contained herein, immediately upon any Property of any a Pledgor ceasing to constitute Excluded Assets, the Pledged Collateral shall include, and the Issuer and the other Pledgors, as applicable, shall be deemed to have granted a security interest in, such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementProperty.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2025-1 Leases; (B) all other 2025-1 SUBI Assets, including the 2025-1 SUBI Collection Account but excluding the 2025-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2025-1 Vehicles to the extent not applied to making repairs to the related 2025-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee on behalf of the Noteholders its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and Each Grantor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Collateral Trustee a security interest and continuing lien on all of such Grantor’s right, title and interest in, all of to and under the following property following, in each case whether now owned or at any time existing or hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest arising and wherever located (collectively, the “Trademark Collateral”): ): all United States, state and foreign trademarks, trade names, corporate names, company names, business names, fictitious business names, internet domain names, trade styles, service marks, certification marks, collective marks, logos, other source or business identifiers, designs and general intangibles of a like nature, all registrations and applications for any of the foregoing, including: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuerregistrations and applications listed on Schedule A hereto, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated extensions or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment renewals of such amounts and all proceeds thereof, and all claims any of the Issuer in and to such funds; foregoing, (iii) each all of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims goodwill of the Issuer under or business connected with respect to each the use of such Transaction Documents (whether arising pursuant to and symbolized by the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)foregoing, including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of the right to ▇▇▇ or otherwise recover for any and all of the foregoing includingpast, without limitation, all present and future claimsinfringement, demandsdilution or other violation thereof or for any injury to goodwill, causes of action and chooses in action in respect of any or (v) all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all Proceeds of the foregoing, including all licenses, royalties, income, payments, claims, damages, and proceeds of the conversion thereofsuit now or hereafter due and/or payable with respect thereto, voluntary or involuntary, into cash or and (vi) all other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all accruing thereunder or part of or are included in pertaining thereto throughout the proceeds of any of the foregoingworld. (b) The foregoing grant is made Notwithstanding anything herein to the contrary, in trust no event shall the Trademark Collateral include or the security interest granted hereunder attach to secure any “intent-to-use” application for registration of a Trademark filed pursuant to Section 1(b) of the Issuer Obligations▇▇▇▇▇▇ Act, equally and ratably without prejudice15 U.S.C. § 1051, priority (except, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to any Series of Notesthe extent, as otherwise stated in the applicable Indenture Supplement) or distinctionif any, that, and to secure compliance with solely during the provisions period, if any, in which, the grant of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under the UCCapplicable federal law. (c) Without derogating from The security interest granted hereby is granted in conjunction with the absolute nature of the assignment security interest granted to the Indenture Collateral Trustee under this Base Indenture or the Notes Security Agreement. The rights and remedies of the Indenture Trustee Secured Parties with respect to the security interest granted hereby are in addition to those set forth in the Notes Security Agreement. In the event of any conflict between the terms of this Agreement and the terms of the Notes Security Agreement, the terms of the Notes Security Agreement shall control. In acting hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) Collateral Trustee shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement rights, protections and (iv) remove the Person acting as the Custodian immunities granted to it under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Security Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer Each Grantor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeCollateral Agent, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in (the “Security Interest”) all of such Grantor’s right, title and interest in, all of to and under the following property following, whether now owned or at any time hereafter acquired by the Issuer such Grantor or in which the Issuer such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”):), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations: (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsChattel Paper; (iii) each of the Transaction Documents all Commercial Tort Claims described on Schedule 4 (other than the Indenture, the Notes and any agreements relating as such Schedule may be amended from time to the issuance or the purchase of any Notestime), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and; (iv) all proceeds of any Documents; (v) all Equipment, Fixtures and Goods; (vi) all of General Intangibles; (vii) all Instruments; (viii) all Intellectual Property; (ix) all Inventory; (x) all Investment Property; (xi) all Deposit Accounts; (xii) all Supporting Obligations; (xiii) all books and records pertaining to the foregoing including, without limitationCollateral; and (xiv) to the extent not otherwise included, all present Proceeds and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect products of any or all of the foregoing; provided that the Collateral (and any defined term used in the definition thereof) for any Obligations shall not include any (x) Excluded Stock and Stock Equivalents or (y) Excluded Property; provided, including all proceeds of the conversion thereofhowever, voluntary that Collateral shall include any Proceeds, substitutions or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment replacements of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included assets referred to in the proceeds of any of the foregoingforegoing clauses (x) and (y) (unless such Proceeds, substitutions or replacements would constitute assets referred to in clause (x) or (y)). (b) The foregoing grant is made in trust Each Grantor hereby irrevocably authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any time and from time to secure time, to file or record financing statements, amendments to financing statements and, with notice to the Issuer Obligationsapplicable Grantors, equally and ratably without prejudice, priority (except, other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the Security Interests of the Collateral Agent under this Security Agreement, and such financing statements and amendments may describe the Collateral covered thereby as “all assets”, “all assets now owned or hereafter acquired” or words of similar effect, provided that with respect to fixtures, the Collateral Agent shall only file or record financing statements in the jurisdiction of organization of a Grantor, except in connection with a Mortgage. Each Grantor hereby also authorizes the Collateral Agent and its Affiliates, counsel and other representatives, at any Series time and from time to time, to file continuation statements with respect to previously filed financing statements. Subject to the limitations contained herein and in the Credit Agreement, each Grantor hereby agrees to provide to the Collateral Agent, promptly upon request, any information reasonably necessary to effectuate the filings or recordings authorized by this Section 2(b). The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), with the signature of Noteseach applicable Grantor, such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted hereunder by each Grantor and naming any Grantor or the Grantors as debtors and the Collateral Agent, as otherwise stated in the applicable Indenture Supplement) or distinctioncase may be, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenturesecured party. The Indenture TrusteeSecurity Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, on behalf or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the NoteholdersCollateral, acknowledges unless the Collateral Agent has expressly assumed such obligations or liabilities and accepts released the Grantors from such grant. This Base Indenture constitutes a security agreement under the UCCobligations and liabilities. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer prompt and complete payment and performance of the Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit each of the Noteholders, Borrowers and each other Credit Party executing this Agreement hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Lender a security interest inin and Lien upon all of its personal property and assets, whether tangible or intangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title, or interest, including all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer it now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): (i) interest: all Pooled Loans including Accounts; all Pooled Loans hereinafter acquired by the Issuer, bank and deposit accounts and all Related Security with respect theretofunds on deposit therein; all cash and cash equivalents; all commodity contracts; all investments, including Stock and Investment Property; all monies due Inventory and Equipment; all Goods; all Chattel Paper, Documents and Instruments; all Books and Records; all General Intangibles; and to become due to the Issuer thereon extent not otherwise included, all Proceeds and products of all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under collateral security and guarantees given by any Person with respect to any of the foregoing, but excluding in all proceeds of every kind and nature whatsoever in respect of any or events Hazardous Waste (all of the foregoing, including all proceeds of together with any other collateral pledged to the conversion thereofLender pursuant to any other Loan Document, voluntary or involuntarycollectively, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing"Collateral"). (b) The foregoing grant is made in trust to secure the Issuer ObligationsEach Borrower, equally Lender and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinctioneach other Credit Party executing this Agreement agree that this Agreement creates, and is intended to secure compliance with create, valid and continuing Liens upon the provisions Collateral in favor of Lender. Each Borrower and each other Credit Party executing this Base Indenture Agreement represents, warrants and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted promises to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to Lender that: (i) agree each Borrower and each other Credit Party granting a Lien in Collateral is the sole owner of each item of the Collateral upon which it purports to purchase Loans from the Seller ▇▇▇▇▇ ▇ ▇▇▇▇ pursuant to Section 2.01(b) of the Loan Purchase AgreementDocuments, and has good and marketable title thereto free and clear of any and all Liens or claims of others, other than Permitted Encumbrances; (ii) consent to judicial proceedings by the Servicer against Obligors security interests granted pursuant to Section 2(a) this Agreement, upon completion of the Servicing Agreementfilings and other actions listed on Disclosure Schedule 6.1 (which, in the case of all filings and other documents referred to in said Schedule, have been delivered to the Lender in duly executed form) will constitute valid perfected security interests in all of the Collateral in favor of the Lender as security for the prompt and complete payment and performance of the Obligations, enforceable in accordance with the terms hereof against any and all creditors of and purchasers from any Credit Party (other than purchasers of Inventory in the ordinary course of business) and such security interests are prior to all other Liens on the Collateral in existence on the date hereof except for Permitted Encumbrances which have priority by operation of law; and (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 no effective security agreement, financing statement, equivalent security or Lien instrument or continuation statement covering all or any part of the Backup Servicing AgreementCollateral is or will be on file or of record in any public office, providedexcept those relating to Permitted Encumbrances. Each Borrower and each other Credit Party executing this Agreement promise to defend the right, that, prior title and interest of Lender in and to the effectiveness Collateral against the claims and demands of any all Persons whomsoever, and each shall take such terminationactions, including (x) the prompt delivery of all original Instruments, Chattel Paper and certificated Stock owned by such Borrower and each other Credit Party granting a Replacement Backup Servicer Lien on Collateral to Lender, (y) notification of Lender's interest in Collateral at Lender's request, and (z) the institution of litigation against third parties as defined shall be prudent in order to protect and preserve each Credit Party's and Lender's respective and several interests in the Backup Servicing AgreementCollateral. Each Borrower (and any other Credit Party granting a Lien in Collateral) shall have been appointed in accordance with Section 4.3 of ▇▇▇▇ its Books and Records pertaining to the Backup Servicing Agreement Collateral to evidence the Loan Documents and (iv) remove the Person acting as the Custodian Liens granted under the Custodial Agreement pursuant to Section 5.3(m) of Loan Documents. All Chattel Paper shall be marked with the Custodial Agreement, provided, that, prior following legend: "This writing and the obligations evidenced or secured hereby are subject to the effectiveness security interest of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementGeneral Electric Capital Corporation."

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a Lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following Property, wherever located, whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property and Deposit Accounts; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 1 hereto (as such Schedule may be supplemented from time to time pursuant to Section 3.4(f)); (ix) all General Intangibles; (x) all Money; (xi) all Supporting Obligations; (xii) all books and records pertaining to the Pledged Collateral; (xiii) to the extent not covered by clauses (i) through (xii) of any and all of the foregoing includingthis sentence, without limitation, all present and future claims, demands, causes of action and chooses choses in action in respect of any such Pledgor, whether tangible or intangible; and (xiv) all Proceeds and products of each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing.. Notwithstanding anything to the contrary contained in clauses (i) through (xiv) above or any other provision of any Notes Document: (bv) The foregoing grant is made in trust the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” and “Intellectual Property Collateral” shall not include, any Excluded Assets; (w) no Pledgor shall be required to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, take any action with respect to perfection by “control” (within the meaning of the UCC (other than in respect of (A) Pledged Securities (to the extent such Pledged Securities can be perfected by control), (B) Pledged Debt to the extent required to be delivered to the Collateral Agent hereunder and (C) any Series of Notes, as otherwise stated in the applicable Indenture Supplementaccounts pursuant to Section 2.3); (x) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all except as provided in Section 4.19(d)(i) of the Indenture. The Indenture Trustee, on behalf no security agreements or pledge agreements governed under the laws of any jurisdiction, other than the United States or any of its States, shall be required; (y) no Pledgor shall be required to perfect the security interests granted by this Agreement by any means other than by (A) filings pursuant to the UCC in the office of the Noteholderssecretary of state (or similar central filing office) or local filing office, acknowledges as applicable, of the relevant state(s), (B) filing and accepts such grant. This Base Indenture constitutes a security agreement under recording fully executed agreements substantially in the forms set forth in Exhibits 2, 3, and 4 hereto in the USPTO or in the USCO, as applicable, (C) obtaining “control” (within the meaning of the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunderPledged Securities, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller Pledged Debt and any accounts pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior 2.3 to the effectiveness of extent expressly required elsewhere herein or (D) other methods expressly provided herein; and (z) no Pledgor shall be required to deliver any such terminationleasehold mortgage, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance landlord consent or estoppel, collateral access agreement or bailee letters with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant regards to Section 5.3(m) of the Custodial Agreement, provided, that, prior any leased Real Property. Notwithstanding anything to the effectiveness of contrary contained herein, immediately upon any Property ceasing to constitute Excluded Assets, the Pledged Collateral shall include, and the Issuer and the other Pledgors, as applicable, shall be deemed to have granted a security interest in, such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementProperty.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase AgreementCollateral Agent (which request, unless an Event of Default has occurred and is continuing, shall occur no more often than once every three months) give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, lease or license in favor of the Servicing AgreementCollateral Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. 11.1 Concurrently and automatically with our purchase of any Account for the applicable Purchase Price as provided in this Agreement, you shall assign and grant to us a first and paramount security interest in: (a) To secure all such purchased Accounts, as well as any related instruments, documents, chattel paper (including electronic chattel paper) and any other obligations owing to you of the Issuer Obligationscustomer; (b) unpaid seller’s rights (including rescission, repossession, replevin, reclamation and stoppage in transit) with respect to such purchased Accounts; (c) rights to any inventory represented by the Issuer hereby pledgesforegoing, assignsincluding Returned Goods; (d) reserves and credit balances arising hereunder; (e) guarantees, conveyscollateral, delivers, transfers supporting obligations and sets over letter of credit rights with respect to the Indenture Trusteeforegoing; (f) insurance policies, for proceeds or rights relating to the benefit foregoing; (g) cash and non-cash proceeds of the Noteholders, foregoing; and hereby grants (h) Books and Records (defined in section 13 below) evidencing or pertaining to the Indenture Trustee, for the benefit of the Noteholders, a security interest in, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest foregoing (herein collectively, the “Collateral”):). (i) 11.2 You agree to comply with all Pooled Loans including all Pooled Loans hereinafter acquired by applicable laws to perfect our security interest in Collateral pledged to us hereunder, and to execute such documents as we may reasonably require to effectuate the Issuerforegoing and to implement this Agreement. You irrevocably authorize us to file financing statements, and all Related Security amendments and continuations with respect thereto, including all monies due in order to create, perfect or maintain our security interest in the Collateral, as more fully described above and to become due to the Issuer thereon you hereby ratify and confirm any and all amounts received financing statements, amendments and continuations with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising hereafter filed by us pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce foregoing authorization. We and you each of such Transaction Documents hereby covenant and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, agree to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreementexecute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents and (ii) consent do all such other acts and things as may be required by law or as may be reasonably necessary or advisable to judicial proceedings by carry out the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement full intent and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementpurposes hereof.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights (whether or not the Letter of Credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, choses in action and all other personal property of such Pledgor, whether tangible or intangible; (xiv) the Escrow Property to the extent the Borrower is determined to have any right, title or interest in any of the Escrow Property; and (xv) all Proceeds and products of each of the Transaction Documents (other than foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the Indentureforegoing, the Notes and any agreements relating to the issuance or the purchase and all Proceeds of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer in connection with a Casualty Event with respect to enforce each of such Transaction Documents and to give or withhold any and all consentsMortgaged Property, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of improvements or Fixtures thereon, any and all of awards made for the foregoing includingtaking by eminent domain, without limitationor by any proceedings or purchase in lieu thereof, all present and future claims, demands, causes of action and chooses in action in respect of any Mortgaged Property, or all of the foregoing and all payments on any improvements or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoingFixtures thereon, including all proceeds of the conversion thereofany awards resulting from any damage to any Mortgaged Property, voluntary improvements or involuntaryFixtures for which compensation shall be given by any Governmental Authority), into cash indemnity, warranty or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights guaranty payable to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xv) above, the Seller pursuant to Section 2.01(b) of security interest created by this Agreement shall not extend to, and the Loan Purchase Agreementterm “Pledged Collateral” shall not include, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Assets.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the ratable benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment (including Commercial Motor Vehicles), Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letter-of-Credit Rights (whether or not the letter of any credit is evidenced by a writing); (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 15 to the Perfection Certificate; (ix) all General Intangibles; (x) all Deposit Accounts; (xi) all Money; (xii) all Supporting Obligations; (xiii) all books and records pertaining to the Pledged Collateral; (xiv) to the extent not covered by clauses (i) through (xiv) of this sentence, choses in action and all other personal property of the foregoing includingsuch Pledgor, without limitation, whether tangible or intangible; and (xv) all present Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including and any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xvi) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. In addition, (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) reasonable request of the Loan Purchase Agreement, Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, lease or license in favor of the Servicing Agreement, Collateral Agent unless (iiix) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 no Event of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement Default has occurred and is continuing and (ivy) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure the Issuer prompt payment and performance of all Obligations, the Issuer each Borrower hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeAgent, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a continuing security interest in, in and Lien upon all of the following property Property, whether now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any rightacquired, title or interest and wherever located: (collectivelya) all Accounts; (b) all Chattel Paper, the “Collateral”):including electronic chattel paper; (c) all Commercial Tort Claims, including those shown on Schedule 9.1.16; (d) all Deposit Accounts; (e) all Documents; (f) all General Intangibles, including Intellectual Property; (g) all Goods, including Inventory, Equipment and fixtures; (h) all Instruments; (i) all Pooled Loans Investment Property; (j) all Letter-of-Credit Rights; (k) all Supporting Obligations; (l) Real Estate; (m) all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral; (n) all Pooled Loans hereinafter acquired by the Issueraccessions to, substitutions for, and all Related Security replacements, products, and cash and non-cash proceeds of the foregoing, including proceeds of and unearned premiums with respect theretoto insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and (o) all books and records (including all monies due customer lists, files, correspondence, tapes, computer programs, print-outs and to become due computer records) pertaining to the Issuer thereon foregoing. Notwithstanding anything to the contrary, the Collateral shall exclude the following: (a)(i) any governmental licenses or state or local franchises, charters and all amounts received with respect thereto on and authorizations to the extent a security interest therein is prohibited by Applicable Law (after giving effect to the applicable Transfer Date; anti-assignment provisions of the UCC or other Applicable Law); (ii) pledges and security interests prohibited by Applicable Law (with no requirement to obtain the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase consent of any Notes), including all monies due and to become due to the Issuer thereunder Governmental Authority or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)third party, including, without limitation, no requirement to comply with the Federal Assignment of Claims Act or any similar statute) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (iii) any lease, license in which a Borrower is the licensee, permit or agreement to the extent that a grant of a security interest therein would violate or invalidate such lease, license, permit or agreement or create a right of termination in favor of any other party thereto or otherwise require consent thereunder (after giving effect to the Issuer to enforce each applicable anti-assignment provisions of such Transaction Documents and to give the UCC or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documentsother Applicable Law); and (iv) motor vehicles, airplanes and other assets subject to certificates of title; (v) any assets to the extent a security interest in such assets could result in material adverse tax consequences, as reasonably determined by Borrowers in consultation with the Agent; (vi) letter of credit rights (to the extent a security interest therein cannot be perfected by UCC filings) and commercial tort claims below $750,000; (vii) margin stock and stock and assets of unrestricted subsidiaries, captive insurance subsidiaries, not-for-profit subsidiaries, special purpose entities and immaterial subsidiaries; (viii) any fee-owned Real Estate with a fair market value (to be determined in good faith by the Borrowers) of less than $1,000,000 or that is located in a jurisdiction other than the U.S.; provided, however, all proceeds of Real Estate owned in fee by any and all Borrower or Guarantor as of the foregoing including, without limitation, all present date hereof shall be deemed Collateral and future claims, demands, causes of action and chooses shall be subject to a mortgage in action in respect of any or all favor of the foregoing Agent; (ix) any leasehold interests in Real Estate; (x) any asset held directly or indirectly by any Foreign Subsidiary; (xi) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and all payments solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law; (xii) interests in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of third parties (that are not Obligors) (after giving effect to the applicable anti-assignment provisions of the UCC or other Applicable Law); (xiii) any property subject to a purchase money or capital lease financing arrangement or similar arrangement permitted hereunder to the extent such documents governing such arrangement do not permit other liens on such property; (xiv) any assets acquired in connection with a permitted acquisition or permitted investment subject to liens permitted hereunder and which are subject to contractual arrangements prohibiting a lien securing the Obligations (that were not entered into in contemplation of such acquisition); (xv) assets where the cost of obtaining a security interest therein exceeds the practical benefit to the Lenders afforded thereby, in each case, as reasonably determined by the Agent and Borrowers; (xvi) ▇▇▇▇▇ cash accounts less than $25,000 individually and in the aggregate less than $100,000; (xvii) equity interests in Bootlegger, and (xviii) the “CIRQ” trademarks owned by Domaine M.B., LLC, a California limited liability company (“Domaine”), to be transferred to ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and the ▇▇▇▇▇▇ Living Trust (collectively, the “▇▇▇▇▇▇ Parties”) on or under prior to August 31, 2018, pursuant to that certain Agreement, dated as of February 16, 2018 by and all proceeds of every kind among Domaine, the ▇▇▇▇▇▇ Parties and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any parties thereto and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally Borrowers and ratably without prejudice, priority (except, Guarantors shall not be required with respect to any Series assets located outside the U.S. or assets that require action under the laws of Notes, as otherwise stated in any jurisdiction other than the applicable Indenture Supplement) U.S. to create or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes perfect a security agreement interest in such assets, including any intellectual property registered in any jurisdiction other than the U.S. (it being understood that there shall be no security agreements or pledge agreements governed under the UCC. laws of any jurisdiction other than the U.S.) (cthe foregoing described in clauses (a)(i) Without derogating from through (xviii) and (b) are, collectively, the absolute nature of the assignment granted “Excluded Assets”). Notwithstanding anything to the Indenture Trustee contrary herein or in any other Loan Document, Obligations in respect of Revolver Loans and LC Obligations issued under this Base Indenture Revolver Commitments shall not be secured by any Collateral constituting Real Estate whether now owned or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementhereafter acquired.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 8 to the Perfection Certificate, any supplement to the Perfection Certificate or any notice delivered to the Collateral Agent pursuant to Section 3.4(b); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) all other personal property of the foregoing includingsuch Pledgor, without limitationwhether tangible or intangible, and all present Proceeds and future claims, demands, causes products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. . Notwithstanding anything to the contrary contained in clauses (bi) The foregoing grant through (xiii) above or otherwise set forth in this Agreement, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property. Notwithstanding anything herein to the contrary, it is made in trust to secure hereby acknowledged and agreed that control agreements providing for perfection by Control shall not be required hereunder or under the Issuer Obligations, equally and ratably without prejudice, priority (except, Credit Agreement with respect to any Series of NotesDeposit Account, as otherwise stated in the applicable Indenture Supplement) Securities Account or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCCCommodities Account. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2012-1 Leases; (B) all other 2012-1 SUBI Assets, including the 2012-1 SUBI Collection Account but excluding the 2012-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2012-1 Vehicles to the extent not applied to making repairs to the related 2012-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2016-2 Leases; (B) all other 2016-2 SUBI Assets, including the 2016-2 SUBI Collection Account but excluding the 2016-2 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2016-2 Vehicles to the extent not applied to making repairs to the related 2016-2 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) 2.1 To secure the Issuer Borrower’s full and timely performance of its Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and Borrower hereby grants to the Indenture TrusteeSecured Party a continuing Lien on and security interest, for right of setoff against and an assignment to the benefit of Secured Party (the Noteholders, a security interest in, “Security Interest”) in all of the following Borrower’s right, title and interest in and to all of its real properties, personal property and assets (both tangible and intangible), including, the following, but excluding Deposit Certificate of $1,580,508 pledged to the State of Kentucky by ▇. ▇. ▇▇▇▇▇ as bonds for reclamation reliability to be incurred, whether now owned or at any time hereafter acquired by and wherever located: (a) all Receivables; (b) all Equipment; (c) all Fixtures; (d) all Intangibles; (e) all Inventory; (f) all Investment Property; (g) all Deposit Accounts; (h) all Cash; (i) all Intellectual Property; (j) all leases; (k) all other Goods of the Issuer or in which Borrower; and, all Proceeds of each of the Issuer now has or at any time in foregoing and all accessions to, and replacements for, each of the future may acquire any right, title or interest foregoing (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired ). Notwithstanding the granting by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Borrower to the Issuer thereon Secured Party of the Security Interests in the assets listed in Section 2 (a) through (k) above, the Secured Party’s Security Interest shall be subordinate to the security interest held by the State of Kentucky on certificates of deposit and/or bonds pledged to the State of Kentucky to indemnify the State of Kentucky for any expenses or costs related to the reclamation of any surface and all amounts received with respect thereto on and after underground mines developed or exploited by the applicable Transfer Date;Borrower. 2.2 Anything herein to the contrary notwithstanding: (iia) the Collection Account Borrower shall remain liable under the contracts and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating related to the issuance or the purchase of any Notes), including all monies due and to become due Collateral to the Issuer extent set forth therein to perform all of its duties and obligations thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to same extent as if this Agreement had not been executed; (b) the Issuer at law or in equity), including, without limitation, exercise by the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds Secured Party of any of the foregoing. (b) The foregoing grant is made in trust to secure rights hereunder shall not release the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to Borrower from any Series of Notes, as otherwise stated in the applicable Indenture Supplement) its duties or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement obligations under the UCC. contracts and agreements related to the Collateral; (c) Without derogating from no Secured Party shall have any obligation or liability under the absolute nature contracts and agreements related to the Collateral by reason of this Agreement, nor shall the Secured Party be obligated to perform any of the assignment granted to the Indenture Trustee under this Base Indenture obligations or the rights duties of the Indenture Trustee Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to ; and (id) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) no Secured Party shall have been appointed any liability in accordance with Section 4.3 of contract or tort for the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementBorrower’s acts or omissions.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer each Guarantor hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a security interest in such Guarantor’s right, title and interest in, to and under all of the following property to the extent now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest such Guarantor (collectively, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the IssuerSecuritization IP and the right to bring an action at law or in equity for any infringement, misappropriation, dilution or other violation thereof occurring prior to, on or after the Closing Date, and to collect all Related Security with respect damages, settlements and proceeds relating thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) (A) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instrumentsFranchisee Notes, if any, from time and the Equipment Leases, if any; and (B)(i) the Franchise Agreements and all Franchisee Payments thereon; (ii) the Development Agreements and all Franchisee Payments thereon; (iii) the New Franchise Agreements and all Franchisee Payments thereon; (iv) the New Development Agreements and all Franchisee Payments thereon; (v) all rights to time representing enter into New Franchise Agreements and New Development Agreements; (vi) any and all other property of every nature, now or evidencing investment hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of the Franchisees or other Persons, as applicable, to such Guarantor under the Franchise Agreements or the Development Agreements and all guarantees of such amounts obligations and all proceeds thereof, and all claims of the Issuer rights evidenced by or reflected in and to such fundsthe Franchise Agreements or the Development Agreements; (iii) (i) the Product Sourcing Agreements and all Product Sourcing Payments thereon; (ii) the New Product Sourcing Assets and all Product Sourcing Payments thereon; (iii) all rights to enter into New Product Sourcing Agreements; and (iv) any and all other property of every nature, now or hereafter transferred, mortgaged, pledged, or assigned as security for payment or performance of any obligation of any Person to such Guarantor under the Product Sourcing Agreements and all guarantees of such obligations and the rights evidenced by or reflected in the Product Sourcing Agreements; (iv) any Owned Real Property and any New Owned Real Property; (v) the Franchisee Lease Payments received under the Franchised Restaurant Leases; (vi) the IP License Agreements, all related payments thereon and all rights thereunder; (i) the Material Contracts (in each case, to the extent contributed to or entered into by such Company Restaurant Guarantor), all related payments thereon and all rights to enter into Material Contracts; (ii) the Company Restaurants and all Company Restaurant Assets relating thereto; and (iii) the New Company Restaurants and all New Company Restaurant Assets relating thereto; (viii) each Account and all amounts or other property on deposit in or otherwise credited to such Accounts; (ix) the books and records (whether in physical, electronic or other form), including those books and records maintained by the Manager on behalf of the Guarantors relating to the Guarantor Assets, the Product Sourcing Assets and the Securitization IP; (x) the rights, powers, remedies and authorities of the Guarantors under (i) each of the Transaction Documents (other than the Indenture, Indenture and the Notes Notes) to which they are a party and any agreements (ii) each of the documents relating to the issuance or the purchase of Guarantor Assets and Product Sourcing Assets to which it is a party; (xi) any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims other property of the Issuer under Guarantors now or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity)hereafter acquired, including, without limitation, all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, inventory, securities, securities accounts and other investment property and letter-of-credit rights (in each case, as defined in the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction DocumentsNew York UCC); and (ivxii) all proceeds of any payments, proceeds, supporting obligations and all of the foregoing including, without limitation, all present accrued and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivableswith respect to the foregoing; provided, instruments and other property which at any time constitute all or part of or are included in that the proceeds of any Collateral shall exclude the Collateral Exclusions. The Trustee, on behalf of the foregoingSecured Parties, acknowledges that it shall have no security interest in any Collateral Exclusions. (b) The foregoing grant is made in trust to secure the Issuer ObligationsObligations and to secure compliance with the provisions of this Agreement, all as provided in this Agreement. The Trustee, on behalf of the Secured Parties, acknowledges such grant, accepts the trusts under this Agreement in accordance with the provisions of this Agreement and agrees to perform its duties required in this Agreement. The Collateral shall secure the Obligations equally and ratably without prejudice, priority or distinction (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) Series Supplement or distinction, and to secure compliance with in the applicable provisions of this the Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC). (c) Without derogating from In addition, pursuant to and within the absolute nature time periods specified in Section 8.38 of the assignment granted Base Indenture, each applicable Guarantor shall execute and deliver to the Indenture Trustee under this Base Indenture or Control Party (with a copy to the rights Trustee), for the benefit of the Indenture Trustee hereunderSecured Parties, a Mortgage with respect to each New Owned Real Property acquired by such Guarantor (and to the extent necessary, any Contributed Owned Real Property), which shall be delivered to the Control Party or its agent to be held in escrow; provided and notwithstanding any other provision of the Base Indenture, that Prospective Company Restaurant Properties will not be subject to such requirement. Upon the occurrence of a Mortgage Recordation Event, unless such Mortgage Recordation Event is waived by the Control Party (at the direction of the Controlling Class Representative), the Issuer shall be permittedControl Party or its agent, without at the consent direction of the Indenture TrusteeControlling Class Representative, will deliver the Mortgages within five (5) Business Days to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer applicable recording office for recordation in accordance with Section 4.2.3 8.38 of the Backup Servicing AgreementBase Indenture. Notwithstanding the foregoing, provided, that, prior no Lien will be granted to the effectiveness Trustee for the benefit of the Secured Parties on any New Owned Real Property until such termination, a Replacement Backup Servicer (time as defined in the Backup Servicing Agreement) shall have been appointed Mortgages are required to be delivered in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementIndenture.

Grant of Security Interest. (a) To In addition to the interests which the Lenders may from time to time acquire pursuant hereto, to secure the Issuer prompt and complete payment and performance of the Borrower Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit of the Noteholders, and Borrower GP hereby grants to the Indenture TrusteeCollateral Agent, for the ratable benefit of the NoteholdersSecured Parties, a security interest in, all of continuing Security Interest in the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Borrower GP Collateral”): , and together with the Borrower Collateral, the “Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired of the issued and outstanding Capital Stock of the Borrower that are now or from time to time hereafter held by the IssuerBorrower GP (collectively, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; “Pledged Borrower Interests”); (ii) the Collection Account all certificates and the Lockbox Account, including all funds held in the Collection Account other instruments and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, agreements from time to time representing or evidencing investment the Pledged Borrower Interests, together with all claims, rights, privileges, authority and powers of such amounts and all proceeds thereofthe Borrower GP relating thereto, and all claims income, dividends, interest, distributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Issuer in and to such funds; Pledged Borrower Interests; (iii) each all Pledged Borrower Interests issued in respect of the Transaction Documents securities referred to in the foregoing clauses (other than the Indenturei) and (ii) upon any consolidation, the Notes and any agreements relating to the issuance amalgamation or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims merger of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents Borrower; and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of foregoing. Notwithstanding the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is distributions made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer Pledged Borrower Interests in accordance with Section 4.2.3 5.1(o) of this Agreement shall be made free of any Security Interest granted in favor of the Backup Servicing AgreementCollateral Agent, provided, that, prior to for the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 benefit of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementSecured Parties.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Credit Party Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Administrative Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Instruments, Promissory Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; all General Intangibles; (ix) all Money and all Deposit Accounts, Securities Accounts and Commodities Accounts; (x) all Supporting Obligations; (xi) all Bank Products; (xii) any assets of Pledgor that now or hereafter come into the foregoing includingpossession, without limitationcustody, or control of Administrative Agent (or its agent or designee); (xiii) all books and records relating to the Pledged Collateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiv) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property from and after the Closing Date, no Pledgor shall permit to purchase Loans from become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Seller pursuant to Section 2.01(b) creation of a Lien on such permit, license or agreement in favor of the Loan Purchase AgreementAdministrative Agent unless such Pledgor believes, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) in its reasonable judgment, that such prohibition is usual and customary in transactions of the Servicing Agreementsuch type, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior subject to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in Burger King Rights and the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementPopeyes Rights.

Grant of Security Interest. (a) To secure As security for the Issuer Obligationspayment and performance of the Liabilities, the Issuer Pledgor hereby pledges, assigns, conveys, delivers, transfers and sets over grants to the Indenture TrusteeSecured Party, for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersLenders, a security interest inin and security title to the Investment Account and the Pledged Securities, all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title or interest (collectively, the “Collateral”): together with (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer Date; (ii) the Collection Account and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instrumentscertificate(s), if any, from time to time representing or evidencing investment such Pledged Securities accompanied by a power of such amounts and all proceeds thereofattorney concerning the Pledged Securities duly executed in blank by the Pledgor, and all claims (ii) subject to the rights of the Issuer Pledgor set forth in and to such funds; Section III, all distributions (iii) each of the Transaction Documents (whether in cash, stock, warrants, options, or other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notessecurities), including all monies due and cash, instruments or other property from time to become due to the Issuer thereunder or in connection therewithtime received, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents receivable or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action distributed in respect of or in exchange for any or all of the foregoing Pledged Securities; and all payments on or under hereby assigns, transfers, hypothecates and all proceeds of every kind and nature whatsoever in respect of any or sets over to the Secured Party all of the foregoingPledgor's right, including title and interest in and to the Pledged Securities (and in and to the certificates or instruments evidencing the items described in clauses (i) and (ii) above) to be held upon the terms and conditions set forth in this Agreement. Pledgor agrees to deliver to the Pledgee all proceeds of certificates and instruments evidencing the conversion items described in clause (ii) above promptly upon Pledgor's receipt thereof. The Investment Account and the Pledged Securities, voluntary or involuntary, into cash or together with all other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of securities in respect thereof and moneys received in respect thereof and any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing, are sometimes hereinafter called the "Collateral. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions " For purposes of this Base Indenture Agreement, "distribution" shall include, without limitation, any and any Indenture Supplement, all as provided interest payable in the Indenture. The Indenture Trustee, on behalf respect of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCCPledged Securities on any other Collateral. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate and all Commercial Tort Claims of which any Pledgor has provided notice to the foregoing including, without limitationCollateral Agent pursuant to Section 3.4(c); (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of this sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree through (xiii) above, the security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, any Excluded Property and (i) the Pledgors shall from time to purchase Loans from time at the Seller pursuant to Section 2.01(b) request of the Loan Purchase Agreement, Collateral Agent give written notice to the Collateral Agent identifying in reasonable detail the Excluded Property and shall provide to the Collateral Agent such other information regarding the Excluded Property as the Collateral Agent may reasonably request and (ii) consent from and after the Closing Date, no Pledgor shall permit to judicial proceedings by become effective in any document creating, governing or providing for any permit, license or agreement a provision that would prohibit the Servicer against Obligors pursuant to Section 2(a) creation of a Lien on such permit, license or agreement in favor of the Servicing AgreementCollateral Agent unless such Pledgor believes, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 its reasonable judgment, that such prohibition is usual and customary in transactions of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreementtype.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2017-2 Leases; (B) all other 2017-2 SUBI Assets, including the 2017-2 SUBI Collection Account but excluding the 2017-2 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i)(A) and (i)(B) above, including insurance proceeds payable by reason of loss or damage to the 2017-2 Vehicles to the extent not applied to making repairs to the related 2017-2 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure As collateral security for the Issuer payment and performance in full of all the Secured Obligations, the Issuer each Pledgor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, Collateral Agent for the benefit of the Noteholders, and hereby grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Parties, a lien on and security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any right, title and interest of such Pledgor in, to and under the following property, wherever located, and whether now existing or interest hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”): (i) all Pooled Loans including all Pooled Loans hereinafter acquired by the Issuer, and all Related Security with respect thereto, including all monies due and to become due to the Issuer thereon and all amounts received with respect thereto on and after the applicable Transfer DateAccounts; (ii) the Collection Account all Equipment, Goods, Inventory and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such fundsFixtures; (iii) each of the Transaction Documents (other than the Indentureall Documents, the Notes Instruments and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; andChattel Paper; (iv) all proceeds Letters of any Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Investment Property; (vii) all Intellectual Property Collateral; (viii) the Commercial Tort Claims described on Schedule 12 to the Perfection Certificate; (ix) all General Intangibles; (x) all Money and all Deposit Accounts; (xi) all Supporting Obligations; (xii) all books and records relating to the Pledged Collateral; and (xiii) to the extent not covered by clauses (i) through (xii) of the foregoing including, without limitationthis sentence, all present other personal property of such Pledgor, whether tangible or intangible, and future claims, demands, causes all Proceeds and products of action and chooses in action in respect of any or all each of the foregoing and all payments on or under accessions to, substitutions and all proceeds of every kind replacements for, and nature whatsoever in respect of any or all rents, profits and products of, each of the foregoing, including any and all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to such Pledgor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted Notwithstanding anything to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to contrary contained in clauses (i) agree to purchase Loans from through (xiii) above, the Seller pursuant to Section 2.01(b) of security interest created by this Agreement shall not extend to, and the Loan Purchase Agreementterm “Pledged Collateral” shall not include, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementExcluded Assets.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer The Grantor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture Trustee, for the benefit of the NoteholdersSecured Party, and hereby grants to the Indenture Trustee, for the benefit creates a continuing First Priority lien and security interest in favor of the NoteholdersSecured Party, a security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any its right, title and interest in and to the following, wherever located, whether now existing or interest hereafter from time to time arising or acquired (collectively, the “Collateral”): (ia) all Pooled Loans fixtures and personal property of every kind and nature including all Pooled Loans hereinafter acquired accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims described on Schedule I hereof as supplemented by any written notification given by the IssuerGrantor to the Secured Party pursuant to Section 5(e), general intangibles (including all payment intangibles, patents, trademarks, copyrights, software, and all Related Security with respect theretoother intellectual property), including all monies due money, deposit accounts, and to become due any other contract rights or rights to the Issuer thereon payment of money, and all amounts received with respect thereto on in any event shall specifically include, without limitation, that certain License and after Supply Agreement dated as of September 30, 2013 between the applicable Transfer Date; (ii) the Collection Account Grantor and the Lockbox AccountDaewoong Pharmaceutical Co., including all funds held in the Collection Account and the Lockbox Account and all securitiesLtd., whether certificated as amended, restated supplemented or uncertificated, security entitlements, or instruments, if any, otherwise modified from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of (the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity“License Agreement”), including, without limitation, the exclusive right and license to import, distribute, promote, market, develop, offer for sale and otherwise commercialize or exploit Product in the Territory (as such terms are defined in the License Agreement) for aesthetic use and (subject to the terms of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction DocumentsLicense Agreement) Therapeutic Use (as defined in the License Agreement); and (ivb) all proceeds Proceeds and products of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all each of the foregoing, including all proceeds books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the conversion thereofforegoing, voluntary or involuntary, into cash or other liquid property, and any and all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to the Grantor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer hereby pledges, assigns, conveys, delivers, transfers and sets over to the Indenture Trustee, for the benefit Each of the NoteholdersVehicle Trust, BMW LP and the Transferor hereby grants to the Indenture Trustee, for the benefit of the Noteholders, Issuer a security interest in, in all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the its present and future may acquire any right, title or interest and interest, if any, in, to and under (collectivelybut not, except to the extent required by law, any obligations with respect to) the following collateral (the “Collateral”): ): (i) a 100% interest in (A) all Pooled Loans rights under the 2015-1 Leases; (B) all other 2015-1 SUBI Assets, including the 2015-1 SUBI Collection Account but excluding the 2015-1 Vehicles except to the extent permitted by law and (C) all Pooled Loans hereinafter acquired proceeds of the items described in (i) (A) and (i) (B), including insurance proceeds payable by reason of loss or damage to the 2015-1 Vehicles to the extent not applied to making repairs to the related 2015-1 Vehicle or otherwise paid by the Issuer, and all Related Security with respect thereto, including all monies due and to become due Servicer to the Issuer thereon Lessee, a third person or governmental authority as required by law or pursuant to its normal servicing practices and (ii) all proceeds of the foregoing. Such grant is made to secure (i) the payment of all amounts received due on the Securities in accordance with respect thereto on and after their terms in the applicable Transfer Date; priorities of payment set forth in the Indenture, (ii) the Collection Account payment of all other sums payable under the Trust Agreement or the Indenture and the Lockbox Account, including all funds held in the Collection Account and the Lockbox Account and all securities, whether certificated or uncertificated, security entitlements, or instruments, if any, from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of the Issuer in and to such funds; (iii) each compliance with the provisions of the Transaction Documents (other than Trust Agreement and the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity), including, without limitation, the right of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction Documents; and (iv) all proceeds of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing. (b) The foregoing grant is made Issuer hereby assigns to the Indenture Trustee its security interests in trust the Collateral granted to the Issuer pursuant to Section 2.01(a) hereof to secure (i) the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series payment of all amounts due on the Notes, as otherwise stated in (ii) the applicable payment of all other sums payable under the Indenture Supplementand (iii) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature Each of the assignment granted to Issuer and the Indenture Trustee under this Base Indenture acknowledges such grant and assignment, but all parties hereto acknowledge and agree that (i) such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and (ii) none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee hereunder, the Issuer also acknowledges that it shall be permitted, without the consent have no claim to any proceeds or assets of the Indenture Trustee, Vehicle Trust or to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) any of the Loan Purchase Agreement, (ii) consent to judicial proceedings by Trust Assets other than the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial AgreementCollateral.

Grant of Security Interest. (a) To secure the Issuer Obligations, the Issuer The Grantor hereby pledges, assigns, conveys, delivers, transfers pledges and sets over grants to the Indenture TrusteeCollateral Agent, for the benefit of the NoteholdersSecured Parties, and hereby grants to creates a continuing First Priority lien and security interest in favor of the Indenture TrusteeCollateral Agent, for the benefit of the NoteholdersSecured Parties, a security interest in, in and to all of the following property now owned or at any time hereafter acquired by the Issuer or in which the Issuer now has or at any time in the future may acquire any its right, title and interest in and to the following, wherever located, whether now existing or interest hereafter from time to time arising or acquired (collectively, the “Collateral”): (ia) all Pooled Loans fixtures and personal property of every kind and nature including all Pooled Loans hereinafter acquired accounts (including health-care-insurance receivables), goods (including inventory and equipment), documents (including, if applicable, electronic documents), instruments, promissory notes, chattel paper (whether tangible or electronic), letters of credit, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), securities and all other investment property, commercial tort claims described on Schedule I hereof as supplemented by any written notification given by the IssuerGrantor to the Collateral Agent pursuant to Section 5(e), general intangibles (including all payment intangibles, patents, trademarks, copyrights, software, and all Related Security with respect theretoother intellectual property), including all monies due money, deposit accounts, and to become due any other contract rights or rights to the Issuer thereon payment of money, and all amounts received with respect thereto on in any event shall specifically include, without limitation, that certain License and after Supply Agreement dated as of September 30, 2013 between the applicable Transfer Date; (ii) the Collection Account Grantor and the Lockbox AccountDaewoong Pharmaceutical Co., including all funds held in the Collection Account and the Lockbox Account and all securitiesLtd., whether certificated as amended, restated supplemented or uncertificated, security entitlements, or instruments, if any, otherwise modified from time to time representing or evidencing investment of such amounts and all proceeds thereof, and all claims of (the Issuer in and to such funds; (iii) each of the Transaction Documents (other than the Indenture, the Notes and any agreements relating to the issuance or the purchase of any Notes), including all monies due and to become due to the Issuer thereunder or in connection therewith, whether payable as fees, expenses, costs, indemnities, insurance recoveries, damages for the breach thereof or otherwise, and all rights, remedies, powers, privileges and claims of the Issuer under or with respect to each of such Transaction Documents (whether arising pursuant to the terms of such Transaction Documents or otherwise available to the Issuer at law or in equity“License Agreement”), including, without limitation, the exclusive right and license to import, distribute, promote, market, develop, offer for sale and otherwise commercialize or exploit Product in the Territory (as such terms are defined in the License Agreement) for aesthetic use and (subject to the terms of the Issuer to enforce each of such Transaction Documents and to give or withhold any and all consents, requests, notices, directions, approvals, extensions or waivers under or with respect to such Transaction DocumentsLicense Agreement) Therapeutic Use (as defined in the License Agreement); and (ivb) all proceeds Proceeds and products of any and all of the foregoing including, without limitation, all present and future claims, demands, causes of action and chooses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all each of the foregoing, including all proceeds books and records relating to the foregoing, all supporting obligations related thereto, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the conversion thereofforegoing, voluntary or involuntary, into cash or other liquid property, and any and all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment Proceeds of any and every kind and other forms of obligations and receivablesinsurance, instruments and other property which at any indemnity, warranty or guaranty payable to the Grantor from time constitute all or part of or are included in the proceeds of to time with respect to any of the foregoing. (b) The foregoing grant is made in trust to secure the Issuer Obligations, equally and ratably without prejudice, priority (except, with respect to any Series of Notes, as otherwise stated in the applicable Indenture Supplement) or distinction, and to secure compliance with the provisions of this Base Indenture and any Indenture Supplement, all as provided in the Indenture. The Indenture Trustee, on behalf of the Noteholders, acknowledges and accepts such grant. This Base Indenture constitutes a security agreement under the UCC. (c) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Base Indenture or the rights of the Indenture Trustee hereunder, the Issuer shall be permitted, without the consent of the Indenture Trustee, to (i) agree to purchase Loans from the Seller pursuant to Section 2.01(b) of the Loan Purchase Agreement, (ii) consent to judicial proceedings by the Servicer against Obligors pursuant to Section 2(a) of the Servicing Agreement, (iii) terminate the Person acting as the Backup Servicer in accordance with Section 4.2.3 of the Backup Servicing Agreement, provided, that, prior to the effectiveness of any such termination, a Replacement Backup Servicer (as defined in the Backup Servicing Agreement) shall have been appointed in accordance with Section 4.3 of the Backup Servicing Agreement and (iv) remove the Person acting as the Custodian under the Custodial Agreement pursuant to Section 5.3(m) of the Custodial Agreement, provided, that, prior to the effectiveness of any such removal, a replacement Custodian shall have been appointed in accordance with Section 5.3(m) of the Custodial Agreement.