Common use of Security Interest Clause in Contracts

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Borrower’s rights in the Collateral Portfolio in favor of the rightCollateral Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each the Collateral Obligation conveyed hereunder constitutes Portfolio is comprised of “instruments”, “financial assets”, “security entitlements”, “general intangibles”, “chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo).; (iii) Upon with respect to Collateral Portfolio that constitute “financial assets”: (A) all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the conveyance Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and (B) the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Retention Holder Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the Issuer investment of any Conveyed cash in Permitted Investments. (iv) the Collection Account constitutes a “securities account” as defined in the applicable UCC; (v) the Borrower, the Account Bank and the Collateral pursuant to this Agreement or any Subsequent Transfer Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Issuer will own such Conveyed Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account; (vi) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (ivvii) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed Collateral Loan Asset to the conveyance granting of such Conveyed Collateral a security interest in the Loan Assets hereunder to the Issuer.Collateral Agent, on behalf of the Secured Parties; (vviii) The Retention Holder the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Issuer Collateral Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can Agreement; provided that filings in respect of real property shall not be achieved by filing a financing statement.required; (viix) Other other than as expressly permitted by the conveyance to the Issuer terms of this Agreement and the security interest granted to the Issuer Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Collateral Portfolio. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Contribution Agreement, (B) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in its entirety or released as to such Conveyed Collateralcompliance with the conditions set forth in) Section 2.07. The Retention Holder Borrower is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against it.the Borrower; (viix) On all original executed copies of each underlying promissory note or prior copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viiixi) None other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Underlying Notes Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Conveyed Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; (xii) none of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; (xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection Account and in the control of the Account Bank, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and (xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the TrusteeCollection Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent and the Administrative Agent.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial the Asset, along with the related Asset Files, constitute a “general intangible,” an Instrument, a Certificated Security “instrument,” an “account,” or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Asset to the conveyance sale and granting of such Conveyed Collateral a security interest in the Assets hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral granted to the Issuer Administrative Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Assets solely on behalf of and for the benefit of the Secured Parties; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent, on behalf of the Secured Parties; and (x) none of the Collateral has been pledged or in blank or otherwise made subject to the Trusteea Lien.

Security Interest. (i) In This Agreement will constitute a security agreement under the event that Uniform Commercial Code. To secure Merchant’s obligations under the conveyance by Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and FUNDER’s right to realize the Retention Holder Purchased Amount, as and to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals extent required by the terms of any Conveyed Collateral the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the FUNDER a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such Conveyed Collateral granted funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to the Issuer FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to FUNDER upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the extent event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection can of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be achieved exercised by filing FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a financing statement. security interest in the Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (vis) Other than agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the conveyance Secured Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the Issuer automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the Issuer pursuant “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement, the Retention Holder has not pledged, assigned, sold, granted a Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in or otherwise conveyed the Collateral and the Additional Collateral, including the execution of any of such Conveyed Collateralaccount control agreements. The Retention Holder has not authorized the filing of, Merchant and is not aware of, Guarantor(s)(s) each hereby authorizes FUNDER to file any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, and FUNDER may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any financing statement that has been terminated in its entirety lien on or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to Collateral or the CustodianAdditional Collateral, as applicable. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightCollateral Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each Collateral Obligation conveyed hereunder constitutes or the Collection Account is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined not in the UCC)name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The Borrower has not consented to the account bank of the Collection Account to comply with entitlement orders of any Person other than the Collateral Agent, for the benefit of the Secured Parties. (iii) Upon the conveyance Collection Account constitutes a “deposit account” as defined in the applicable UCC; (iv) the Collection Account Agreement (assuming the due authorization, execution and delivery by the Retention Holder parties thereto other than the Borrower), together with this Agreement, grants to the Issuer Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account; (v) the Borrower owns and has good and marketable title to (or with respect to assets securing any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementLoan Assets, a valid security interest in) the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person and has taken all steps necessary to perfect its security interest against the applicable Obligors in the assets securing any Loan Assets; (ivvi) The Retention Holder has received all consents and approvals required other than as expressly permitted by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) related to the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, or (B) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in its entirety or released as to such Conveyed Collateralcompliance with the conditions set forth in) Section 2.06. The Retention Holder Other than Permitted Liens, the Borrower is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against it.the Borrower; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset in the Collateral has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Custodian.Custodian (with a copy to the Collateral Agent) pursuant to the Custodial Agreement; (viii) None none of the Underlying Notes underlying promissory notes, Loan Asset Registers or security certificates that constitute or evidence any portion of the Conveyed Collateral has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; (ix) with respect to any Collateral that constitutes a “certificated security,” all original executed copies of each security certificate that constitute or in blank or evidence the certificated securities have been delivered to the TrusteeCustodian (with a copy to the Collateral Agent), on behalf of the Secured Parties and pursuant to the Custodial Agreement and each such security certificate has been Indorsed, by an effective Indorsement, in blank; and (x) the Borrower has not delivered the original of any underlying promissory note or Loan Asset Register, as applicable, that constitutes or evidences a Loan Asset to any Person other than the Custodian (with a copy to the Collateral Agent) pursuant to the Custodial Agreement.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loan, along with the related Loan Files, constitute a “general intangible,” an “instrument,” an “account,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan to the conveyance sale and granting of such Conveyed Collateral a security interest in the Loans hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral granted to the Issuer Administrative Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the applicable Sale Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Loans solely on behalf of and for the benefit of the Secured Parties; and (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Administrative Agent, on behalf of the TrusteeSecured Parties.

Security Interest. (i) In To the event that extent this Agreement is not construed to evidence an absolute transfer of all right, title and interest in the conveyance by Sale Portfolio from the Retention Holder Seller to the Issuer of any Conveyed Collateral is determined not to be an absolute transferPurchaser, this Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Sale Portfolio in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralPurchaser, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under Section 4.1(bb). (iii) Upon the conveyance Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Sale Portfolio Sold by the Retention Holder it to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementPurchaser hereunder on such Purchase Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan, to the conveyance Sale thereof and the granting of such Conveyed Collateral a security interest in the Loans hereunder to the Issuer.Purchaser; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Issuer under this Agreement to the extent perfection can Purchaser; provided that filings in respect of real property shall not be achieved by filing a financing statement.required; (vi) Other other than as expressly permitted by the conveyance to terms of this Agreement and the Issuer Loan and Servicing Agreement and the security interest granted to the Issuer pursuant to this AgreementPurchaser, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Sale Portfolio. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed Collateral collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Collateral Agent on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan have been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None other than in the case of Noteless Loans, the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Underlying Notes Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Conveyed Loans solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; (x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller has caused the issuance of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security. It is understood and agreed that the representations and warranties provided in this Section 4.1 shall survive (x) the Sale of the Sale Portfolio to the TrusteePurchaser and (y) and the grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Servicing Agreement by the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other and to the Administrative Agent and each Lender Agent upon obtaining knowledge of such breach.

Security Interest. (i) In the event that the conveyance transfer by the Retention Holder Seller to the Issuer of any Conveyed Collateral Assets is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder Seller in, to and under such Conveyed CollateralAssets, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, against all creditors of and purchasers from the Retention HolderIssuer. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon The Seller owns the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementAssets being conveyed hereunder, the Issuer will own such Conveyed Collateral free and clear of any and all lienslien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted LiensLiens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Assets hereunder). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral Assets granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (viv) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Assets hereunder), the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed CollateralAssets. The Retention Holder Seller has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder Seller that include a description of collateral covering such Conveyed Collateral Assets other than (1) any financing statement relating to the security interest Granted to the Issuer under this Agreement or the Master Participation Agreement, and (2) any financing statement that has been terminated in its entirety or released as or, if necessary, amended to release such Conveyed CollateralAssets. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In The Security Agreement creates a valid and (upon the event that taking of the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create actions required hereby or thereby) perfected security interest in favor of the Issuer a valid and continuing security interest (as defined Collateral Agent in the UCC) Collateral as security for the Secured Obligations, subject in all of the right, title and interest of the Retention Holder in, priority to and under such Conveyed Collateral, which security interest is perfected and is prior to all no other liens Liens (other than Permitted LiensLiens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and is all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable as such against, all against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the Retention Holderextent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. (b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) Each any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral Obligation conveyed hereunder constitutes or is evidenced any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by a Financial Assetthe secured parties referenced therein) or that have been made in connection with Permitted Liens, an Instrumentthe Security Agreement or any other Security Document in favor of the Collateral Agent, a Certificated Security for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or a general intangible (as defined in the UCC)Lessee thereunder. (iiic) Upon The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the conveyance by the Retention Holder Leases to which it is a party with respect to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Pool Aircraft are held free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (Adverse Claim other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In The Parties intend the event that the conveyance by the Retention Holder Company’s assignment pursuant to the Issuer last sentence of any Conveyed Collateral is determined not Section 1.3(a)(i) to be an absolute transfer, this Agreement is effective to create in favor a present assignment of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer, all of the Company’s right, title and interest interest, if any (legal, equitable or otherwise) to all Premiums, fees and other payments due or made after the Effective Date under the Reinsured Policies (and any lockbox or account set up for the receipt of said Premiums, fees and other payments after the Effective Date) (the “Collateral”) to secure all of the Retention Holder in, Company’s obligations under this Agreement. (b) Upon the failure of the Company to and fully perform any of its material obligations under such Conveyed Collateralthis Agreement, which security interest failure is perfected not caused by the Reinsurer as Administrator and remains uncured ten days after written notice thereof is prior received by the Company, the Reinsurer shall have, in addition to all other liens rights under this Agreement or under applicable Law, the following rights: (i) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of South Carolina, the State of Tennessee, the State of Alabama, or any other than Permitted Liensapplicable jurisdiction (the “UCC”), and is enforceable as such against, though all creditors of and purchasers from the Retention Holder.Collateral constituted property subject to a security interest under Article 9 thereof; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC).right to set off; (iii) Upon the conveyance by the Retention Holder right to the Issuer of intercept and retain monies and property in any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free lockbox and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens).otherwise; (iv) The Retention Holder has received all consents without giving rise to any right to double recovery under this Section 1.10 and approvals required by Section 11.2, the terms right to reasonable attorneys’ fees incurred in connection with the enforcement of any Conveyed Collateral to this Agreement or in connection with disposition of the conveyance of such Conveyed Collateral hereunder to the Issuer.Collateral; and (v) the right to dispose of the Collateral, subject to commercial reasonableness. (c) This Section 1.10 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Section 1.1, Section 1.2, Section 1.3, Section 1.9, Section 6.4 and Section 11.1, and the intent of this Agreement, the Company retained ownership of or any rights in the Collateral, the Reinsurer’s rights to the Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 1.10 be interpreted as such. (d) Nothing contained herein shall be construed to support the conclusion that the Company will retain any ownership of or any rights in the Collateral after the Effective Time or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Effective Time. (e) The Retention Holder has caused Company shall execute and deliver and the filing of Reinsurer is authorized to execute and deliver any and all appropriate financing statements in reasonably requested by the proper filing office in Reinsurer to the extent that it may appear appropriate jurisdictions under applicable law to the Reinsurer to file such financing statements in order to perfect the security interest Reinsurer’s title under Article 9 of the UCC to any and all Premiums and any and all other Collateral and the Company shall do such further acts and things as Reinsurer may request in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and order that the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted hereunder may be maintained as a first perfected security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against itinterest. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In The Parties intend the event that the conveyance by the Retention Holder Company’s assignment pursuant to the Issuer first sentence of any Conveyed Collateral is determined not Section 4.2(a) to be an absolute transfer, this Agreement is effective to create in favor a present assignment of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Company’s now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Retention Holder in, Recoveries after the Inception Date) (“Recoveries Collateral”) to and under such Conveyed Collateralsecure all of the Company’s obligations to remit the Recoveries to the Reinsurer. (b) Upon the failure of the Company to remit Recoveries to the Reinsurer, which security interest failure remains uncured ten (10) days after written notice thereof is perfected and is prior received by the Company, the Reinsurer shall have, in addition to all other liens rights under this Agreement or under Applicable Law, the following rights: (i) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Nebraska, the State of Illinois, or any other than Permitted Liensapplicable jurisdiction (the “UCC”), and is enforceable as such against, though all creditors of and purchasers from the Retention Holder.Recoveries Collateral constituted property subject to a security interest under Article 9 thereof; and (ii) Each Collateral Obligation conveyed hereunder constitutes the right to intercept and retain monies and property in any lockbox or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in account set up for the UCC)receipt of Recoveries. (iiic) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to This Section 4.3 is being included in this Agreement to ensure that, if an insolvency or any Subsequent Transfer other court determines that, notwithstanding the provisions of this Agreement, including Section 4.2(a), and the express intent of the Parties in entering into this Agreement, the Issuer Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer’s rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 4.3 be interpreted as such. (d) Nothing contained herein shall be construed to support the conclusion that the Company will own such Conveyed retain any ownership of or any rights in the Recoveries Collateral free after the Inception Date or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Inception Date. (e) The Company shall execute and clear of deliver and the Reinsurer is authorized to execute and deliver any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required financing statements reasonably requested by the terms of any Conveyed Collateral Reinsurer to the conveyance of such Conveyed Collateral hereunder extent that it may appear appropriate to the Issuer. (v) The Retention Holder has caused the filing of all appropriate Reinsurer to file such financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Reinsurer’s title under Article 9 of the UCC to any and all Recoveries Collateral and the Company shall do such further acts and things as the Reinsurer may reasonably request in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and order that the security interest granted to the Issuer pursuant to this Agreementhereunder may be maintained as a first perfected security interest. All costs and expenses incurred in connection with obtaining a first priority, the Retention Holder has not pledged, assigned, sold, granted a perfected security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required shall be borne by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the CustodianReinsurer. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all favor of the Trust Depositor in all right, title and interest of the Retention Holder in, to and under such Conveyed CollateralSeller in the Loan Assets, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loan Assets, along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance Seller owns and has, and upon the sale and transfer thereof by the Retention Holder Seller to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementTrust Depositor, the Issuer Trust Depositor will own such Conveyed Collateral have good and marketable title to the Loan Assets free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral the Loan Assets hereunder to the Issuer.Trust Depositor; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral the Loan Assets granted to the Issuer Trust Depositor under this Agreement to the extent perfection can be achieved by filing a financing statement.; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trust Depositor pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Loan Assets. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against naming the Retention Holder Seller as debtor that include a description of such Conveyed Collateral collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralfor which a release or partial release has been filed. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Seller; (vii) On all original executed copies of each Underlying Note (if any) that constitute or prior to evidence the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Trustee; (viii) None the Seller has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Securityholders; and (ix) none of the Underlying Notes that constitute or evidence the Conveyed Collateral any Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the TrusteeTrust Depositor.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each each of the Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC (and if constituting “tangible chattel paper”, the sole “secured party’s original” marked as such shall have been delivered to the Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCCCustodian).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Asset to the conveyance sale and granting of such Conveyed Collateral a security interest in the Assets hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral granted to the Issuer Administrative Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Pledge Agreement and the REO Pledge Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement and the Pledge Agreement, or (B) that has have been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Assets and any tangible chattel paper, if applicable, in each case solely on behalf of and for the benefit of the Secured Parties; (ix) none of the underlying promissory notes or Loan Registers or tangible chattel paper, as applicable, that constitute or evidence the Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien, other than the Liens in favor of the Administrative Agent; and (xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and indorsed in blank or to the TrusteeCollateral Custodian solely on behalf of and for the benefit of the Secured Parties.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Borrower’s rights in the Collateral Portfolio in favor of the rightCollateral Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each the Collateral Obligation conveyed hereunder constitutes Portfolio is comprised of “instruments”, “financial assets”, “security entitlements”, “general intangibles”, “chattel paper”, “accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “supporting obligations” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC) and the proceeds of the foregoing or real property or such other category of collateral under the applicable UCC as to which the Borrower has complied with its obligations under this Section 4.01(oo).; (iii) Upon with respect to Collateral Portfolio that constitute “financial assets”: a. all of such financial assets (other than financial assets covered by subparagraphs (x), (xi), (xiii) or (xiv) of this Section 4.01(oo)) have been credited to the conveyance Collection Account and the securities intermediary for the Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the applicable UCC; and b. the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Collateral Agent, for the benefit of the Secured Parties. The securities intermediary of the Collection Account which is a “securities account” under the UCC has agreed to comply with the entitlement orders and instructions of the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, upon the delivery of a Notice of Exclusive Control by the Retention Holder Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the Issuer investment of any Conveyed cash in Permitted Investments. (iv) the Collection Account constitutes a “securities account” as defined in the applicable UCC; (v) the Borrower, the Account Bank and the Collateral pursuant to this Agreement or any Subsequent Transfer Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, grants to the Issuer will own such Conveyed Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the Collection Account; (vi) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (ivvii) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed Collateral Loan Asset to the conveyance granting of such Conveyed Collateral a security interest in the Loan Assets hereunder to the Issuer.Collateral Agent, on behalf of the Secured Parties; (vviii) The Retention Holder the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral Portfolio and that portion of the Loan Assets in which a security interest may be perfected by filing granted to the Issuer Collateral Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can Agreement; provided that filings in respect of real property shall not be achieved by filing a financing statement.required; (viix) Other other than as expressly permitted by the conveyance to the Issuer terms of this Agreement and the security interest granted to the Issuer Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Collateral Portfolio. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed collateral covering the Collateral Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Contribution Agreement, (B) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in its entirety or released as to such Conveyed Collateralcompliance with the conditions set forth in) Section 2.07. The Retention Holder Borrower is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against it.the Borrower; (viix) On all original executed copies of each underlying promissory note or prior copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viiixi) None other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Underlying Notes Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Conveyed Loan Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; (xii) none of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; (xiii) with respect to any Collateral Portfolio that constitutes a “certificated security,” unless credited to the Collection Account and in the control of the Account Bank, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security; and (xiv) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, unless credited to the TrusteeCollection Account and in the control of the Account Bank, the Borrower shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security, or enter into a control agreement granting a perfected first Lien in such uncertificated security in a manner acceptable to the Collateral Agent and the Administrative Agent.

Security Interest. (ia) In The Parties intend the event that the conveyance by the Retention Holder Ceding Company’s assignment pursuant to the Issuer first sentence of any Conveyed Collateral is determined not Section 3.2(a) to be an absolute transfer, this Agreement is effective to create in favor a present assignment of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the Ceding Company’s rights, title and interest and not an assignment as collateral. However, to the extent that such assignment is not recognized as a present assignment, is not valid or is recharacterized as a pledge rather than a lawful conveyance to the Reinsurer, the Ceding Company does hereby grant, bargain, sell, convey, assign and otherwise pledge to the Reinsurer all of the Ceding Company’s now owned and hereafter acquired or arising, whether governed by Article 9 of the UCC or other law, wherever located, and all proceeds and products thereof, right, title and interest interest, if any (legal, equitable or otherwise) to all Recoveries (and any lockbox or account set up for the receipt of the Retention Holder in, Recoveries after the Effective Time) (the “Recoveries Collateral”) to and secure all of the Ceding Company’s obligations under such Conveyed Collateralthis Agreement. (b) Upon the failure of the Ceding Company to fully perform any of its material obligations under this Agreement, which security interest failure remains uncured ten (10) days after written notice thereof is perfected and is prior received by the Ceding Company, the Reinsurer shall have, in addition to all other liens rights under this Agreement or under Applicable Law, the following rights: (i) the right to exercise all rights and remedies granted a secured party under the Uniform Commercial Code, as said code has been enacted in the State of Arizona, the State of Tennessee, or any other than Permitted Liensapplicable jurisdiction (the “UCC”), and is enforceable as such against, though all creditors of and purchasers from the Retention Holder.Recoveries Collateral constituted property subject to a security interest under Article 9 thereof; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC).right to set off; (iii) Upon the conveyance by right to intercept and retain monies and property in any lockbox or account set up for the Retention Holder to the Issuer receipt of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free Recoveries and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens).otherwise; (iv) The Retention Holder has received all consents and approvals required by without giving rise to any right to double recovery under this Section 3.11, the terms right to reasonable attorneys’ fees incurred in connection with the enforcement of any Conveyed Collateral to this Agreement or in connection with disposition of the conveyance of such Conveyed Collateral hereunder to the Issuer.Recoveries Collateral; and (v) the right to dispose of the Recoveries Collateral. (c) This Section 3.11 is being included in this Agreement to ensure that, if an insolvency or other court determines that, notwithstanding the provisions of this Agreement, including Section 3.2(a), and the express intent of the parties in entering into this Agreement, the Ceding Company retained ownership of or any rights in the Recoveries Collateral, the Reinsurer’s rights to the Recoveries Collateral are protected with a first priority, perfected security interest, and it is the intent of the Parties that this Section 3.11 be interpreted as such. (d) Nothing contained herein shall be construed to support the conclusion that the Ceding Company will retain any ownership of or any rights in the Recoveries Collateral after the Effective Time or to support the conclusion that the Reinsurer does not acquire full ownership thereof as of the Effective Time. (e) The Retention Holder has caused Ceding Company shall execute and deliver and the filing of Reinsurer is authorized to execute and deliver any and all appropriate financing statements in reasonably requested by the proper filing office in Reinsurer to the extent that it may appear appropriate jurisdictions under applicable law to the Reinsurer to file such financing statements in order to perfect the security interest Reinsurer’s title under Article 9 of the UCC to any and all Recoveries Collateral and the Ceding Company shall do such further acts and things as the Reinsurer may request in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and order that the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted hereunder may be maintained as a first perfected security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against itinterest. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance transfer by the Transferor to the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer Retention Holder a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder Transferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention HolderTransferor. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, owns or will own such Conveyed Collateral free and clear of any lien, claim or encumbrance of any Person (other than Permitted Liens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), and, upon the conveyance by the Transferor to the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer Retention Holder will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Transferor (other than Permitted Liens). (iv) The Retention Holder Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has received or will have received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the IssuerRetention Holder. (v) The Retention Holder Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer Retention Holder under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer Retention Holder and the security interest granted to the Issuer Retention Holder pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Retention Holder Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Transferor has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder Transferor that include a description of collateral covering such Conveyed Collateral other than (1) any financing statement relating to the security interest Granted to the Retention Holder under this Agreement, (2) any financing statement that has been, or that at the time of the conveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (3) any financing statement that has been terminated in its entirety or filed to perfect a security interest which will be released as to contemporaneously with the conveyance of such Conveyed CollateralCollateral hereunder. The Retention Holder Transferor is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Retention Holder, the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder Subject to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor superior rights of the Issuer Agent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, each Debtor hereby grants to Secured Party a valid lien and continuing security interest (the "SECURITY INTERESTS") in all of such Debtor's right, title and interest in and to all assets of such Debtor, whether now owned or existing or hereafter arising or acquired and wherever arising or located, EXCEPT AS EXCLUDED ON SCHEDULE I HERETO, including, without limitation, the following property (such property being hereinafter sometimes collectively called the "COLLATERAL"): (a) All accounts (as defined in the Uniform Commercial Code as in effect on the date hereof in the State of Texas; PROVIDED that if by mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interests granted pursuant hereto, as well as all other security interests created or assigned as additional security for the Secured Obligations pursuant to the provisions of this Agreement is governed by the UCC as in effect in another jurisdiction, "UCC" means the UCC as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection) and whether or not included in such definition, all receivables, accounts receivable, lease receivables, contract rights, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles and other obligations of any kind, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases, and other contracts securing or otherwise relating to any such accounts, lease receivables, chattel paper, drafts, acceptances, instruments, writings evidencing a monetary obligation or a security interest or a lease of goods, general intangibles or obligations (any and all of the right, title and interest of foregoing property being collectively called the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens"RECEIVABLES"), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.;

Security Interest. (ia) In As security for the event that prompt and complete payment and performance of all the conveyance by the Retention Holder Obligations, Debtor hereby grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer Lender a valid and continuing first priority security interest (as defined in the UCCsubject to Priority Liens) in all of the Debtor’s right, title and interest of the Retention Holder in, to and under such Conveyed Collateralthe Collateral described in Exhibit A. Notwithstanding the foregoing, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted herein shall not extend to and the term “Collateral” shall not include (i) any General Intangibles of the Debtor (whether owned or held as licensee or lessee or otherwise including, for the avoidance of doubt, leasehold interests as lessee or sublessee under real property leases and subleases) to the Issuer pursuant to this Agreement, extent that the Retention Holder has not pledged, assigned, sold, granted granting of a security interest therein would be contrary to applicable law or create a default under any agreement governing such property, right or license (but only if such restrictions are enforceable as a matter of law); or (ii) any equipment financed by another lender or lessor under documentation that prohibits the granting of a second lien thereon executed prior to the date of this Agreement or which is subject to a Permitted Lien. GENERAL SECURITY AGREEMENT (b) Lender’s security interest in the Collateral shall attach to the Collateral without further act on the part of the Lender or otherwise conveyed any of Debtor. (c) Except for Priority Liens, in which case Lender’s security interest shall be junior to third parties holding such Conveyed Collateral. The Retention Holder has not authorized the filing ofPriority Liens, such security interest constitutes a valid, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of upon the filing of any judgmentUCC financing statements and copyright filings with the appropriate governmental authorities, employee benefit or tax lien filings against it. (vii) On or prior to first priority, security interest in the Closing Date (with respect to the Initial presently existing Collateral, and will constitute a valid, security interest in Collateral Obligations) and within five (5) Business Days acquired after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodiandate hereof. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. It is the intention of the parties hereto that Client's transfer of Receivables to BofA shall constitute a sale and assignment, which sale and assignment shall be absolute, irrevocable and without recourse (iother than with respect to the limited repurchase obligations provided herein) In and shall provide BofA with the full benefits of ownership of the Purchased Receivables. Notwithstanding the foregoing, to protect BofA in the event that the conveyance any transfer of Purchased Receivables is deemed by the Retention Holder a court, contrary to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor express intent of the Issuer parties, to constitute a valid pledge rather than a sale and continuing assignment of such Purchased Receivables, Client does hereby grant to BofA a security interest (as defined in the UCC) in and lien upon all of the Client's right, title and interest in and to the Purchased Receivables and all proceeds thereon (the "Collateral") to secure a debt (Client's return to BofA of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from Purchase Price paid by BofA for the Retention Holder. (iiPurchased Receivables) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer of Client's obligations to BofA under this Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching . Client agrees to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of comply with all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law laws in order to perfect the BofA's security interest in such Conveyed Collateral granted and to the Issuer under this Agreement Collateral, to the extent perfection can be achieved by filing a execute any financing statement. statements, continuations thereof, amendment thereto or additional documents as BofA may require. Client hereby authorizes BofA to prepare and file such financing statements (viincluding renewal statements) Other than the conveyance or amendments thereof or supplements thereto or other instruments as BofA may from time to the Issuer time deem necessary or appropriate in order to perfect and maintain the security interest interests granted hereunder in accordance with the UCC. Client shall not (a) alter its corporate existence or, in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (b) change its state of incorporation or formation or (c) change its registered corporate name, without, in each case, (i) providing 30 days prior written notice to the Issuer pursuant BofA, (ii) providing such information as BofA may reasonably require in order to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest allow BofA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BofA may reasonably require in or otherwise conveyed any of such Conveyed Collateralorder to protect its rights and remedies hereunder. The Retention Holder has not authorized the filing of, occurrence and is not aware of, continuation of any financing statements against the Retention Holder that include a description Event of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as Default shall entitle BofA to such Conveyed Collateral. The Retention Holder is not aware all of the filing default rights and remedies (without limiting the other rights and remedies exercisable by BofA either prior or subsequent to an Event of Default) as available to a secured party under the Uniform Commercial Code in effect in any judgment, employee benefit or tax lien filings against itapplicable jurisdiction. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. This Agreement creates a valid security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create Liens in favor of the Issuer a valid and continuing security interest (as defined Parent in the UCC) in all respect of the rightObligations hereunder, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or is evidenced by a Financial Assetfor which there are adequate reserves on the financial statements of the Borrowers (if such reserves are required pursuant to GAAP), an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreementinchoate mechanics’ and materialmen’s Liens for construction in progress, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents workmen’s, repairmen’s, warehousemen’s and approvals required by carriers’ Liens arising in the terms ordinary course of business of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. Borrower, (v) The Retention Holder has caused zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the filing of all appropriate financing statements applicable property type and locality and that, individually or in the proper filing office in aggregate, would not reasonably be expected to materially interfere with the appropriate jurisdictions under applicable law in order Borrowers’ ability to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. conduct their businesses as currently conducted, (vi) Other than matters that would be disclosed on current title reports or surveys that arise or have arisen in the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreementordinary course of business, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to Liens reflected in the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)Company SEC Reports, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None the Lien described on Section 5.17 of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or Company Disclosure Schedule to the Trustee.Merger Agreement and (ix) Liens (x) of a collection bank arising under Section

Security Interest. (i) In the event that the conveyance by the Retention Holder Each Member hereby irrevocably and unconditionally grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer other a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property pledge of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in and charge over its Interest, and any accessions thereto and any proceeds and products therefrom, to secure the payment obligations of the granting Member hereunder, including such Conveyed Collateral granted Member’s obligations to make Capital Contributions and to repay Default Loans. Each Member hereby authorizes the Issuer under other to file and record all financing statements, continuation statements and other instruments necessary or desirable to perfect or effectuate the provisions of this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and Section 3.8. In connection with any foreclosure, transfer in lieu, or other enforcement of rights in the security interest granted in this Section 3.8, notwithstanding any contrary provision in Article 11, the acquiring Person shall, at the election of the remaining Member, automatically be admitted as a Member in the Company without any further action of the defaulting Member. In such case, the defaulting Member shall take all action that the non-defaulting Member may reasonably request to effectuate the admission of the transferee as a Member. The Delinquent Member grants to the Issuer pursuant Non-Defaulting Member a power of sale as to this Agreement, its entire Interest subject to the Retention Holder has not pledged, assigned, sold, granted a security interest created under Section 3.7 (whether or not perfected), upon a default in making required Capital Contributions or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include in repaying a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware Default Loan upon expiry of the filing of Cure Period; provided, that any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (such foreclosure and recovery shall be with respect to the Initial Collateral Obligationsamount then owing to the Non-Defaulting Member; provided, further that in no event shall the Non-Defaulting Member acquire an interest from the Delinquent Member upon exercise of its power of sale or enforcement of its pledge, security interest or charge, which would result in the Non-Defaulting Member owning an Interest greater than it would have had if it had made an election under Section 3.7(c) or Section 3.7(b) or the Delinquent Member owning an Interest that is less than it would have had if the Non-Defaulting Member made an election under Section 3.7(c) or Section 3.7(b) . Such power shall be exercised in the manner provided by applicable Law or otherwise in a commercially reasonable manner and within five (5) Business Days after upon reasonable written notice. In connection with any exercise of this power of sale, the related Settlement Date (with respect to Delinquent Member hereby waives any Subsequent Conveyed Collateral), copies (available right of redemption or originals, if required by the definition of “Required Loan Documents”) valuation or appraisal of the Required Loan Documents have been delivered Interest prior to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has sale, any marks or notations indicating that it has been pledged, assigned or otherwise conveyed available right to any Person other than the Issuer or in blank stay execution or to require a marshalling of assets, and any required bond if a receiver is appointed, and the TrusteeDelinquent Member shall be liable for any deficiency.

Security Interest. (i) In To secure the event that the conveyance by the Retention Holder to the Issuer performance of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer Tenant's obligations under this Agreement Lease, Tenant hereby grants to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted Landlord a security interest in or otherwise conveyed any and an express contractual lien upon all of such Conveyed CollateralTenant's Property (the "Security Interest"), to the extent permitted by applicable law. The Retention Holder has Security Interest shall not authorized the filing ofinclude any inventory sold by Tenant on consignment; i.e., and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement inventory that has been terminated in its entirety partially paid for by Tenant's customer(s) but not yet recognized as a sale on Tenant's balance sheet. Landlord is authorized to prepare and file financing statements signed only by Landlord (as secured party) covering the security described above (and Tenant hereby agrees to sign the same, as well as a separate security agreement if requested by Landlord, within ten (10) days of Landlord's request). Upon any default under this Lease by Tenant, any or released as all of Tenant's obligations to Landlord secured hereby shall, at Landlord's option, be immediately due and payable without notice or demand. In addition to all rights or remedies of Landlord under this Lease and the law, including the right to judicial foreclosure, Landlord shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of Colorado. Landlord's Security Interest shall be subordinate only to the lien or security interest of any lender taking or succeeding to a purchase money security interest thereon, and upon Tenant's written request, if no default exists hereunder, Landlord shall execute an instrument confirming such Conveyed Collateralsubordination. The Retention Holder is not aware Security Interest shall survive the termination of this Lease if such termination results from Tenant's default. The Security Interest and related lien are in addition to and cumulative of the filing of any judgment, employee benefit or tax Landlord's lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required provided by the definition of “Required Loan Documents”) laws of the Required Loan Documents have been delivered to the CustodianState of Colorado. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder Depositor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention HolderDepositor. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Depositor (other than Permitted Liens). (iv) The Retention Holder Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Depositor has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Cut-Off Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. Subject to the Collateral Sharing Agreement: (a) Effective from and after the Closing, the Seller hereby grants to the Buyer to secure the payment and performance in full of all of the Seller’s obligations under this Agreement, including the payment of past and future Participation Payments and if applicable, the NPV Value, a continuing security interest in the Collateral, including the Product Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. The Seller represents, warrants, and covenants that the security interest granted [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. above shall, subject to Section 1.5(b) and Section 1.5(c), at all times continue to be a perfected security interest in the Collateral, subject only to Permitted Liens. (b) Effective immediately upon the Loan Repayment, (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) Buyer’s Lien in all of the rightReleased Collateral shall be released without any further action of any party and (ii) subject to Section 1.5(c), title Buyer’s Lien in the Product Collateral shall continue as a first priority security interest junior only to Post-Security Interest Release Permitted Liens, provided that the Buyer agrees to perfect such security interest as set forth in Section 1.5(e). At the Seller’s expense, the Buyer shall, and interest hereby authorizes the Seller (or any agent of the Retention Holder inSeller) to prepare and file, to at any time within [ * ] Business Days following the Loan Repayment, all documents and under such Conveyed Collateral, which security interest is perfected and is prior to take all other liens (other than Permitted Liens), and is enforceable as such against, all creditors actions reasonably requested by the Seller to evidence the release of and purchasers from Buyer’s Lien on the Retention HolderReleased Collateral. (c) Upon the earlier of (i) the occurrence of a Seller Lien Release Triggering Event or (ii) Each the occurrence of an Acquiror Lien Release Triggering Event, the Buyer’s Lien in all of the Collateral Obligation conveyed hereunder constitutes (or, if either (i) or is evidenced (ii) in this Section 1.5(c) occurs after the Loan Repayment, the Buyer’s Lien in all of the Product Collateral) shall be released without any further action of any party. At the Seller’s expense, the Buyer shall, and hereby authorizes the Seller (or any agent of the Seller) to prepare and file, at any time within [ * ] Business Days following the occurrence of either (i) or (ii) in this Section 1.5(c), all documents and take all other actions reasonably requested by a Financial Assetthe Seller to evidence the release of the Buyer’s Lien on the Collateral (or, an Instrumentif either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, a Certificated Security or a general intangible (as defined to evidence the release of the Buyer’s Lien in all of the UCCProduct Collateral). (d) Following the Seller’s failure to make full and prompt payment of any portion of the Payment Stream when due, but in any event subject to Section 5.4(c) (such failure, a “Payment Breach”), the Buyer shall be entitled to exercise all rights and remedies available under this Agreement including, without limitation, as set forth on Exhibit B which is hereby incorporated by reference into this Section 1.5 with the same force and effect as if set forth herein, but in any event subject to the terms of the Collateral Sharing Agreement. In addition and without limiting the foregoing, effective automatically upon the Seller failing to pay when due [ * ] consecutive Participation Payments to the Buyer (subject to extension of the due dates under Section 5.4(c)) (the date on which such second consecutive Participation Payment was due and payable, the “Mandatory Repurchase Offer Date”), the Seller shall, and shall be deemed to, have made an offer to the Buyer to repurchase the Revenue Participation Right (the “NPV Termination Offer”) and to terminate this Agreement for a repurchase price equal to the then net present value of the Payment Stream (the “NPV Value”). The NPV Termination Offer shall be deemed to have been accepted by the Buyer as of the Mandatory Repurchase Offer Date unless, within [ * ] days following such date, the Buyer shall have delivered written notice to the Seller declining the NPV Termination Offer. If the Buyer shall not have so declined the NPV Termination Offer, the Seller shall pay the NPV Value to the Buyer in cash, in a single payment, on the [ * ] calendar day following the Mandatory Repurchase Offer Date. The foregoing repurchase shall be on an “as is where is” basis without any express or implied representation or warranty of any kind whatsoever by the Buyer, in its capacity as seller under the foregoing repurchase. The parties hereto agree that the NPV Value shall be determined based upon (i) an [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assumed discount rate of [ * ]% over the Prime Rate then in effect, (ii) the [ * ] of [ * ] and as [ * ] to [ * ], and (iii) Upon [ * ] in the conveyance [ * ] for [ * ]. The Seller shall, [ * ] of [ * ] of the [ * ] by the Retention Holder [ * ], deliver a confidential copy of such [ * ] to Buyer for the Issuer sole purpose of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, documenting the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens)NPV Value. (ive) The Retention Holder has received Seller hereby authorizes the Buyer to file financing statements or take any other action required to perfect the Buyer’s security interests (i) in the Collateral other than the Product Collateral, at any time during which the Collateral Sharing Agreement remains in effect, with notice to the Seller, or (ii) in the Product Collateral, at any time following the first Marketing Approval of the Product; in either case, in all consents and approvals required appropriate jurisdictions to perfect or protect the Buyer’s interest or rights hereunder, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, by the Retention Holder has not pledgedSeller, assignedor any other Person, sold, granted a security interest in or otherwise conveyed any shall be deemed to violate the rights of such Conveyed Collateralthe Buyer under the Code. The Retention Holder has not authorized the filing ofSeller further agrees to procure, deliver or execute and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior deliver to the Closing Date (with respect Buyer, from time to time, all additional security agreements, instruments and documents, including the Intellectual Property Security Agreement, each in form and substance reasonably satisfactory to the Initial Buyer, to perfect or protect the Buyer’s security interests in the Collateral Obligations) and within five (5) Business Days after the related Settlement Date (in accordance with respect to any Subsequent Conveyed Collateralthis Section 1.5(e), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Conveyed Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralPurchaser, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loans, along with the related Loan Files, are comprised of “instruments,” “securities entitlements,” “general intangibles” (including “payment intangibles”), “tangible chattel paper,” “accounts,” “certificated securities,” “uncertificated securities,” “supporting obligations,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC)., real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 3.01(v); (iii) Upon the conveyance by Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the Retention Holder to the Issuer of any applicable Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementAssets on each Purchase Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan, to the conveyance thereof and the granting of such Conveyed Collateral hereunder a security interest in the Loans to the Issuer.Purchaser; (v) The Retention Holder the Seller has caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such that portion of the Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can Assets in which a security interest may be achieved perfected by any filing of a UCC financing statement.; provided that filings in respect of real property shall not be required; (vi) Other except as otherwise expressly permitted by the terms of this Agreement and the Loan Agreement and other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementPurchaser and the Collateral Agent, on behalf of the Secured Parties, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such the Conveyed CollateralAssets. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any UCC financing statements against the Retention Holder Seller that include a description of such collateral covering the Conveyed Collateral Assets other than any UCC financing statement (A) relating to the security interest granted to the Purchaser under this Agreement or (B) that has been terminated in its entirety and/or fully and validly assigned to the Collateral Agent on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan have been, or subject to the Closing Date (with respect to delivery requirements contained in the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)Loan Agreement, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Custodian.Collateral Agent; (viii) None none of the Underlying Notes underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Conveyed Collateral Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; (ix) with respect to any Conveyed Asset that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Purchaser of such certificated security; and (x) with respect to any Conveyed Asset that constitutes an “uncertificated security”, the TrusteeSeller has caused the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Security Interest. (a) Until the Loan Repayment, the Seller shall not create, incur, assume or permit to exist any Lien on any of the Collateral or any Excluded Intellectual Property, except for (i) In the event that the conveyance by the Retention Holder security interest granted to the Issuer of Buyer under this Agreement, (ii) Permitted Licenses to Permitted Licensees and (iii) Permitted Liens. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) After the Loan Repayment, the Seller shall not create, incur, assume or permit to exist any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor Lien on any of the Issuer a valid Product Collateral, except for (i) subject to Section 1.5(b) and continuing Section 1.5(c), the security interest granted to the Buyer under this Agreement, (as defined in the UCCii) in all of the right, title Permitted Licenses to Permitted Licensees and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (iii) Permitted Liens (other than Permitted Liens), and is enforceable as such against, all creditors Liens contemplated by clause (d) of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (ivc) The Retention Holder has received all consents Subject to Section 1.5(c), until the first to occur of a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, if the Seller shall acquire a commercial tort claim (as defined in the Code), the Seller shall promptly notify the Buyer in a writing signed by the Seller of the general details thereof (and approvals further details as may be required by the Buyer) and grant to the Buyer in such writing a security interest therein and in the proceeds thereof, all upon the terms of any Conveyed Collateral this Agreement (and subject to the conveyance terms of the Collateral Sharing Agreement), with such Conveyed Collateral hereunder writing to be in form and substance reasonably satisfactory to the IssuerBuyer. (vd) The Retention Holder has caused Until the filing first to occur of all appropriate financing statements in a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted Seller shall not (i) liquidate or dissolve or (ii) without at least [ * ] days’ prior written notice to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. Buyer: (viA) Other [ * ], including [ * ] (unless such [ * ] less than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest [ * ] in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral[ * ]), copies (B) change its jurisdiction of organization, (C) change its organizational structure or originalstype, (D) change its legal name, or (E) change any organizational number (if required any) assigned by the definition its jurisdiction of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodianorganization. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Loan Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralIssuer, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Trust Depositor; (ii) Each Collateral Obligation conveyed hereunder constitutes such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Trust Depositor owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Loan Assets free and clear of any and all liensLien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted Liens).; (iv) The Retention Holder the Trust Depositor has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral the Loan Assets hereunder to the Issuer.; (v) The Retention Holder the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Requirements of Law in order to perfect the security interest in such Conveyed Collateral Loan Assets granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Loan Assets; (vii) the Trust Depositor has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Trust Depositor that include a description of collateral covering such Conveyed Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Issuer under this Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder terminated; (viii) the Trust Depositor is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Trust Depositor; (viiix) On all original executed copies of each Underlying Note that constitute or prior to evidence the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Indenture Trustee; (viiix) None the Trust Depositor has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Securityholders and the Swap Counterparties; and (xi) none of the Underlying Notes that constitute or evidence the Conveyed Collateral Loan Assets has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to and the Indenture Trustee.

Security Interest. This Assignment constitutes either: (i) In a valid transfer and assignment to the event that Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the conveyance Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Retention Holder to the Issuer Secured Party free and clear of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Issuer Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing security interest (as defined in the UCC) in all the Additional Accounts in favor of the rightSecured Party, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible proceeds (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreementthereof and Insurance Proceeds relating thereto, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to upon the conveyance of such Conveyed Collateral hereunder Receivables to the Issuer. Trust, which security interest is prior to all other Liens, and is enforceable against creditors of and purchasers from Chase USA, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (vas defined in the UCC) The Retention Holder thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral the Receivables granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed CollateralSecured Party hereunder. The Retention Holder has not authorized Receivables constitute "accounts" within the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware meaning of the filing of any judgment, employee benefit or tax lien filings against itapplicable UCC. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance transfer by the Transferor to the U.S. Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer U.S. Retention Holder a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder Transferor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention HolderTransferor. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder owns or will own such Conveyed Collateral free and clear of any lien, claim or encumbrance of any Person (other than Permitted Liens and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), and, upon the conveyance by the Transferor to the U.S. Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer U.S. Retention Holder will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Transferor (other than Permitted Liens). (iv) The Retention Holder Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has received or will have received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the IssuerU.S. Retention Holder. (v) The Retention Holder Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or will cause the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer U.S. Retention Holder under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer U.S. Retention Holder and the security interest granted to the Issuer U.S. Retention Holder pursuant to this AgreementAgreement (and any security interest therein which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder), the Retention Holder Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Transferor has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder Transferor that include a description of collateral covering such Conveyed Collateral other than (1) any financing statement relating to the security interest Granted to the U.S. Retention Holder under this Agreement, (2) any financing statement that has been, or that at the time of the conveyance of such Collateral Obligation will have been, terminated in its entirety or, if necessary, amended to release such Conveyed Collateral and (3) any financing statement that has been terminated in its entirety or filed to perfect a security interest which will be released as to contemporaneously with the conveyance of such Conveyed CollateralCollateral hereunder. The Retention Holder Transferor is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five ten (510) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the U.S. Retention Holder or the Issuer or in blank or to the Trustee or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the prior holder(s) thereof, if any, evidenced in the chain of endorsements in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the UCCUCC as in effect from time to time in the State of New York) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other liens Liens (other than Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability; (ii) Each Collateral Obligation conveyed hereunder this Agreement constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (security agreement within the meaning of Section 9-102(a)(73) of the UCC as defined in effect from time to time in the UCC)State of New York. (iii) Upon the conveyance by Collateral is comprised of "instruments", "general intangibles", "certificated securities", "security entitlements", "uncertificated securities", "deposit accounts", "securities accounts", "investment property" and "proceeds" (each as defined in the Retention Holder applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i); (iv) with respect to Collateral that constitutes Deposit Accounts: (1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and (2) such Accounts are not in the name of any Person other than the Borrower, subject to the Issuer Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Conveyed Collateral pursuant Account to this Agreement or comply with the instructions of any Subsequent Transfer AgreementPerson other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Issuer will own Borrower and the Servicer may cause cash in such Conveyed Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain "control" (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (vi) each Account constitutes a "securities account" as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien of any Person (other than Permitted Liens).; (ivviii) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed Collateral Loan to the conveyance granting of such Conveyed Collateral a security interest in the Loans hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (vix) The Retention Holder the Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower's jurisdiction of organization; (x) upon the delivery to the Issuer Collateral Custodian of all Collateral constituting "instruments" and "certificated securities" (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian's Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under this Agreement Article 9 of the UCC as in effect from time to time in the extent perfection can be achieved by filing a financing statement.State of New York; (vixi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed any collateral included in the Collateral other than any financing statement that has been terminated in its entirety and/or fully and validly assigned to the Administrative Agent on or released as prior to such Conveyed Collateralthe date hereof or reflecting the Liens granted hereunder. The Retention Holder is not aware of the filing of any judgment, employee benefit There are no judgments or tax lien filings against it.the Borrower; (viixii) On all original executed copies of each underlying promissory note that constitute or prior evidence each Loan have been or, subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viiixiii) None none of the Underlying Notes underlying promissory notes that constitute or evidence the Conveyed Collateral Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent on behalf of the Secured Parties; (xiv) with respect to Collateral that constitutes a "certificated security," such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security; (xv) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain "control" of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective; and (xvi) the Borrower represents and warrants that the full legal and beneficial title to the TrusteeCollateral has been secured in favor of the Administrative Agent, as agent for the Secured Parties.

Security Interest. (i) In To secure the event that the conveyance by the Retention Holder to the Issuer prompt payment of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor all of the Issuer a valid and continuing security interest each Debtor's Obligations (as defined in the UCCLoan Agreement referred to below) in to the Secured Party, under that certain Loan Agreement between the Secured Party and the Debtors with respect to the loans such Debtor dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement") and all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible Loan Documents (as defined in the UCCLoan Agreement). (iii) Upon the conveyance by the Retention Holder , each Debtor hereby grants to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free Secured Party a continuing first priority lien and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in and right of setoff against all of such Conveyed Collateral granted Debtor's rights, title and interest, including without limitation such Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to the Issuer under this Agreement to following described securities account (as such term is defined in Article 8 of the extent perfection can be achieved UCC) held by filing U.S. Bank National Association, as custodian (the "Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a financing statement. part hereof in the name of the Debtor (vi) Other than collectively the conveyance to the Issuer "Securities Account"), together with all of such Debtor's rights, title and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in and to all securities and financial assets (as such terms are defined in Article 8 of the UCC) therein and all principal, interest, distributions, dividends (whether cash or stock), income, earnings, cash and other rights at any time received or receivable or otherwise conveyed distributed in respect of or in exchange therefor, and all additions to, all replacements of, all substitutions for, and all proceeds of any or all of the foregoing (all of the foregoing being sometimes collectively referred to herein as the "Collateral" of such Conveyed CollateralDebtor). The Retention Holder has not authorized the filing of, Secured Party may also prepare and is not aware of, any file on behalf of Debtors appropriate UCC-1 financing statements against evidencing the Retention Holder that include a description of such Conveyed Secured Party's interest in the Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware under Article 9 of the filing of any judgment, employee benefit or tax lien filings against itUCC. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In To secure the event that the conveyance by the Retention Holder prompt payment and performance to the Issuer Lender of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor all of the Issuer Obligations, each Borrower hereby grants to Lender a valid and continuing security interest (as defined in the UCCCollateral. No Borrower is authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (a) non-exclusive licenses and similar arrangements for the use of the property of such Borrower in the ordinary course of business, other licenses that would not result in a legal transfer of title of the licensed property but that may be exclusive, or licenses or transfers under such Borrower’s source code escrow arrangements, (b) sales or disposal of surplus, worn-out or obsolete equipment or (c) transfers of other assets of any Borrower that do not in the aggregate exceed Two Hundred and Fifty Thousand Dollars ($250,000) in the aggregate for all Borrowers during any fiscal year of Parent. For the rightavoidance of doubt, title payments of money by any Borrower for its ordinary course business expenses (such as: the payment, in each case in the ordinary course of such Borrower’s business, of: payroll, rent, debt service, accounts payable, payments to vendors or other third parties for goods provided or services rendered to or on behalf of such Borrower) shall not be considered a sale, assignment, transfer or conveyance restricted by the provisions of this Agreement. Each Borrower agrees to sign any instruments and documents reasonably requested by Lender to evidence, perfect, or protect the interests of Lender in the Collateral. Each Borrower agrees to deliver to Lender the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral. No Borrower shall grant or permit any lien or security in the Collateral or any interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (therein other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder Each Pledgor hereby unconditionally grants and assigns to the Issuer of any Conveyed Collateral is determined not to be an absolute transferSecured Parties, this Agreement is effective to create in favor of the Issuer and their respective successors and permitted assigns, a valid and continuing security interest in and security title to (as defined a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the UCC) Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent all of its right, title and interest in and to the Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as security for the payment of all of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors Guarantied Obligations of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer each Pledgor under this Agreement and the Guaranty and any extensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, all voting, consensual and dividend rights, shall remain in such Pledgor until the occurrence and during the continuance of an Event of Default and until the Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and dividend rights to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer Pledged Interests pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against itSection 9 hereof. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the UCCUCC as in effect from time to time in the State of New York) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each Collateral Obligation conveyed hereunder This Agreement constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (security agreement within the meaning of Section 9-102(a)(73) of the UCC as defined in effect from time to time in the UCC)State of New York. (iii) Upon the conveyance by Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the Retention Holder applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i); (iv) with respect to Collateral that constitutes Deposit Accounts: (1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and (2) such Accounts are not in the name of any Person other than the Borrower, subject to the Issuer Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Conveyed Collateral pursuant Account to this Agreement or comply with the instructions of any Subsequent Transfer AgreementPerson other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Issuer will own Borrower and the Investment Manager may cause cash in such Conveyed Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Investment Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (vi) each Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens).; (ivviii) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed Collateral Loan to the conveyance granting of such Conveyed Collateral a security interest in the Loans hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (vix) The Retention Holder the Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization; (x) upon the delivery to the Issuer Collateral Custodian and the Document Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under this Agreement Article 9 of the UCC as in effect from time to time in the extent perfection can be achieved by filing a financing statement.State of New York; (vixi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Administrative Agent on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder is not aware of the filing of any judgment, employee benefit There are no judgments or tax lien filings against it.the Borrower; (viixii) On all original executed copies of each underlying promissory note that constitute or prior evidence each Loan has been or, subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Document Custodian.; (viiixiii) None none of the Underlying Notes underlying promissory notes that constitute or evidence the Conveyed Collateral Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent on behalf of the Secured Parties; (xiv) with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security; and (xv) with respect to Collateral that constitutes an Uncertificated Security, the TrusteeBorrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC and such control remains effective.

Security Interest. (ia) In To secure the event that timely repayment of the conveyance by principal of, and interest on, the Retention Holder Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transferAdministrative Agent, this Agreement is effective to create in favor for the benefit of the Issuer Secured Parties, a valid and continuing continuing, first priority security interest (as defined in the UCC) in in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Retention Holder inBorrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Conveyed Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, which security interest is perfected and is prior however, that this definition of “Collateral” does not limit any other collateral that may be pledged to all secure the Advances under any other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention HolderTransaction Document. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (ivb) The Retention Holder has received all consents Borrower shall file such financing statements, and approvals required by execute and deliver such agreements, certificates and documents, and take such other actions, as the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Administrative Agent requests in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware portion of the filing of face amount that is retained by a third party under any judgment, employee benefit or tax lien filings against it. (vii) Retained Death Benefit Policy. On or prior to the Closing initial Advance Date (with respect and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Initial Collateral Obligations) and Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the proceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes. (c) Upon the receipt by the Lenders of the Net Proceeds after the related Settlement Date (sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, with respect to such Pledged Policy, request the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Pledged Policy, and to take such other actions as the Borrower shall reasonably request in order to evidence any Subsequent Conveyed Collateralsuch release of such Pledged Policy. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, the Aggregate Contingent Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), copies (or originals, if required by and to take such other actions as the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered Borrower shall reasonably request in order to the Custodianevidence any such release. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In As described in Section 2.05 hereof, it is the event intention of the parties hereto that the conveyance by of the Retention Holder Collateral to the Issuer Buyer be, and be construed as, an absolute sale without recourse. If, however, notwithstanding the intention of any Conveyed Collateral the parties, such conveyance is determined for any reason not to be an absolute transfersale, this Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all favor of the Buyer in all right, title and interest of the Retention Holder Seller in, to and under such Conveyed Collateralthe Collateral Loans, which security interest is shall be a first priority perfected and is security interest prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) Each the Collateral Obligation conveyed hereunder constitutes Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance Seller owns and has, and upon the sale and transfer thereof by the Retention Holder Seller to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementBuyer, the Issuer Buyer will own have good and marketable title to such Conveyed Collateral Loans free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed the Collateral Loans to the conveyance sale of such Conveyed the Collateral Loans hereunder to the Issuer.Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed the Collateral Loans granted to the Issuer Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement.; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Buyer pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Collateral Loans. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against naming the Retention Holder Seller as debtor that include a description of such Conveyed collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralfor which a release or partial release has been or will be timely filed. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Seller; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (except with respect to any Subsequent Conveyed Collateral)Collateral Loan for which there is no promissory note, all original executed copies (of each promissory note that constitutes or originals, if required by evidences the definition of “Required Loan Documents”) of the Required Loan Documents Collateral Loans have been delivered to in accordance with the Custodian.Credit Agreement by the Seller at the direction of the Buyer as required under the Credit Agreement; and (viii) None none of the Underlying Notes promissory notes, if any, that constitute or evidence the Conveyed any Collateral Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the TrusteeBuyer.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Loan Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralTrust Depositor, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Originator; (ii) Each Collateral Obligation conveyed hereunder constitutes such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Originator owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Loan Assets free and clear of any and all liensLien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted Liens).; (iv) The Retention Holder the Originator has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral the Loan Assets hereunder to the Issuer.Trust Depositor; (v) The Retention Holder the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Requirements of Law in order to perfect the security interest in such Conveyed Collateral Loan Assets granted to the Issuer Trust Depositor under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Retention Holder Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Loan Assets; (vii) the Originator has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Originator that include a description of collateral covering such Conveyed Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement and the Transfer and Servicing Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder terminated; (viii) the Originator is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Originator; (viiix) On all original executed copies of each Underlying Note that constitute or prior to evidence the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Indenture Trustee; (viiix) None the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and (xi) none of the Underlying Notes that constitute or evidence the Conveyed Collateral Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to and the Indenture Trustee, as assignees of the Trust Depositor.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Purchased Collateral in favor of the right, title Buyer and interest the Administrative Agent as assignee on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder each of the Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the UCC).meaning of Article 9 of the UCC of all applicable jurisdictions; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Purchased Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Asset to the conveyance sale and granting of such Conveyed Collateral a security interest in the Assets hereunder to the Issuer.Buyer and the Administrative Agent as assignee on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Purchased Collateral granted hereunder to the Issuer under this Agreement to Buyer and the extent perfection can be achieved by filing a financing statement.Administrative Agent as assignee on behalf of the Secured Parties; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementBuyer and the Administrative Agent as assignee on behalf of the Secured Parties, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Purchased Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Purchased Collateral other than any financing statement (A) relating to the security interest granted to the Purchasers under the Sale and Servicing Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Asset has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any) and the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Assets solely on behalf of and for the benefit of the Secured Parties; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien; and (xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and indorsed in blank or to the TrusteeCollateral Custodian solely on behalf of and for the benefit of the Secured Parties.

Security Interest. (a) A term contained in these General Terms that is defined in the PPSA (but not otherwise defined in these General Terms) has the meaning given to it in the PPSA. (b) In consideration for the CaaS Supplies provided to you under these General Terms, you agree: (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to That these General Terms create in favor of the Issuer a valid security interest and continuing a purchase money security interest (as defined PMSI) in the UCC) in all CaaS Equipment and the proceeds of the right, title and interest sale of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder.CaaS Equipment; (ii) Each Collateral Obligation conveyed hereunder constitutes to keep all CaaS Equipment free and ensure all CaaS Equipment are kept free of any charge, lien or is evidenced by security interest except as created under these Terms, and not otherwise deal with the CaaS Equipment in a Financial Asset, an Instrument, a Certificated Security way that will or a general intangible (as defined in may prejudice any rights of JET Charge under these General Terms or the UCC).PPSA; and (iii) Upon the conveyance that JET Charge is a secured party and can register its interest on any applicable security interest register. Any costs and expenses associated with JET Charge’s protection of its security interest will be a debt due and owing by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens)Customer. (ivc) The Retention Holder If JET Charge has received all consents cause to exercise any of its rights under the PPSA, the Customer authorises JET Charge to enter any premises or property without notice and approvals required by the terms of any Conveyed Collateral without liability for trespass or damage to the conveyance of extent reasonably necessary to exercise such Conveyed Collateral hereunder rights, save to the Issuerextent caused by our or our employees, officers, agents or contractors’ fraud, negligence or wilful misconduct. (vd) The Retention Holder has caused Customer waives its right: (i) to receive a copy of any financing statement, financing change statement or verification statement that is or may be registered, issued or received at any time; and (ii) under such sections of the filing PPSA as are able to be waived or excluded by agreement, including the following sections of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement PPSA: section 95 (notice of removal of an accession) to the extent perfection can be achieved by filing that it requires the secured party to give a financing statement. (vi) Other than the conveyance notice to the Issuer and the security interest granted grantor; section 96 (when a grantor may retain an accession); section 123 (right to seize collateral); section 125 (obligation to dispose of or retain collateral); section 126 (apparent possession); section 128 (secured party may dispose of collateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the Issuer pursuant extent that it requires the secured party to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior give notice to the Closing Date grantor; paragraph 132(3)(d) (with respect to the Initial Collateral Obligationscontents of statement of account after disposal); subsection 132(4) (statement of account if no disposal); subsection 134(1) (retention of collateral); section 135 (notice of retention); section 142 (redemption of collateral); and within five section 143 (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateralreinstatement of security agreement), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Collateral in favor of the right, title and interest Trustee on behalf of the Retention Holder in, to and under such Conveyed Collateral, Secured Parties which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by Borrower is the Retention Holder lawful owner of and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Transferred Loans and all related Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).; (iv) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed the Collateral to the conveyance grant of such Conveyed a security interest in the Collateral hereunder to the Issuer.Agent, on behalf of the Second Parties; (v) The Retention Holder the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer Trustee on behalf of the Secured Parties under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trustee on behalf of the Secured Parties pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder ; (vii) the Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of collateral covering such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Trustee on behalf of the Secured Parties under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or released as prior to such Conveyed Collateral. The Retention Holder the date hereof; (viii) the Borrower is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Borrower; (viiix) On or prior other than in the case of Pre-Positioned Loans (and subject to the Closing Date Sections 3.2(f), (with respect to the Initial Collateral Obligations4.1(u)(x), 5.3(a) and within five (57.10(a) Business Days after in the related Settlement Date (with respect to any Subsequent Conveyed Collateralcase of Pre-Positioned Loans), copies (all original executed Underlying Notes that constitute or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents evidence any Transferred Loans have been delivered to the Custodian.Trustee; (viiix) None the Borrower has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of and for the benefit of the Secured Parties; provided, however, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and (xi) none of the Underlying Notes that constitute or evidence the Conveyed Collateral Transferred Loans has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Borrower and the TrusteeAgent.

Security Interest. (i) In the event that the conveyance The Pledged Equity issued by the Retention Holder to Borrower has been duly and validly authorized and issued by the Issuer of any Conveyed Collateral Borrower is determined not to be an absolute transfer, this fully paid and nonassessable. (ii) This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Pledged Equity in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC).Holdings; (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder Holdings has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under Pledged Equity; (iv) other than as expressly permitted by the terms of the Transaction Documents, this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Pledged Equity. The Retention Holder Holdings has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Holdings that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateralcollateral covering the Pledged Equity. The Retention Holder Holdings is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against it.Holdings, other than Permitted Liens; (v) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement; (vi) The Pledged Equity shall not be represented by a certificate unless (i) the limited liability company agreement expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction, and (ii) such certificate shall be delivered to the Administrative Agent; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to if any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) portion of the Required Loan Documents have Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian., on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security; (viii) None if any portion of the Underlying Notes that constitute or evidence Pledged Equity constitutes an “uncertificated security”, Holdings has caused the Conveyed Collateral has any marks or notations indicating that it has been pledgedissuer of such uncertificated security to register the Administrative Agent, assigned or otherwise conveyed on behalf of the Secured Parties, as the registered owner of such uncertificated security; and (ix) except as permitted pursuant to any Person Section 5.08(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (and the location of Holdings’ records regarding the Pledged Equity (other than the Issuer or in blank or those delivered to the TrusteeCollateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in Section 11.02.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Assets in favor of the rightTrustee, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder each Loan constitutes or is evidenced by either a Financial Asset“general intangible”, an Instrument“account” or an “instrument”, a Certificated Security or a general intangible (as defined in within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Assets free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan to the conveyance transfer and granting of a security interest in such Conveyed Collateral Loan hereunder to the Issuer.Trustee, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral the Loans and that portion of the Assets in which a security interest may be perfected by filing granted to the Issuer Trustee, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Assets. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder that include a description of such Conveyed Collateral collateral covering the Assets other than any financing statement (A) relating to the security interest granted to the Depositor under the Originator Sale Agreement and assigned to Seller under the Depositor Sale Agreement, (B) relating to the security interest granted to the Seller under the Depositor Sale Agreement, (C) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on or released as prior to such Conveyed Collateralthe date hereof or (D) relating to the Related Security related to a Senior Subordinated Loan or a Junior Subordinated Loan. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit ERISA or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Custodian.Trustee; (viii) None the Seller has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the underlying promissory notes (if any) and/or the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Loans solely on behalf of and for the benefit of the Secured Parties; and (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Trustee, on behalf of the TrusteeSecured Parties.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each each of the Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC (and if constituting “tangible chattel paper”, the sole “secured party’s original” marked as such shall have been delivered to the Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCCCustodian).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Asset to the conveyance sale and granting of such Conveyed Collateral a security interest in the Assets hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral granted to the Issuer Administrative Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has have been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Collateral Assets and any tangible chattel paper, if applicable, in each case solely on behalf of and for the benefit of the Secured Parties; (ix) none of the underlying promissory notes or Loan Registers or tangible chattel paper, as applicable, that constitute or evidence the Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien; and (xi) with respect to (1) any Asset comprising “financial assets” within the meaning of the UCC, such Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and indorsed in blank or to the TrusteeCollateral Custodian solely on behalf of and for the benefit of the Secured Parties.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial the Asset, along with the related Asset Files, constitute a “general intangible,” an Instrument, a Certificated Security “instrument,” an “account,” or a general intangible (as defined in “chattel paper” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens)., claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Asset to the conveyance sale and granting of such Conveyed Collateral a security interest in the Assets hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed the Collateral granted to the Issuer Administrative Agent, on behalf of the Secured Parties, under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None the Seller has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the underlying promissory notes (if any), the copies of the Underlying Notes Loan Registers that constitute or evidence the Conveyed Assets solely on behalf of and for the benefit of the Secured Parties provided, however, notwithstanding the foregoing, with respect to any Asset to be funded with the proceeds of an Advance funded on a same-day basis pursuant to Section 2.3(a), the Seller shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the applicable underlying promissory note or Loan Register, as applicable and (B) within two Business Days after such Funding Date, that the Collateral Custodian or its bailee is holding the applicable underlying promissory note or Loan Register, as applicable, that constitute or evidence the Assets included in the Collateral solely on behalf of, and for the benefit of, the Secured Parties; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Administrative Agent, on behalf of the Trustee.Secured Parties; and

Security Interest. (ia) In As security for the event that prompt, complete and indefeasible payment when due (whether on the conveyance by payment dates or otherwise) of all the Retention Holder Borrower’s obligations under this Note (whether now existing or hereafter arising), each Obligor grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer Lender a valid and continuing security interest (as defined in the UCC) in all of the such Obligor’s right, title and interest in and to the following personal Property whether now owned or hereafter acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the Retention Holder incapital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) Goods, and other tangible and intangible personal Property of such Obligor whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, such Obligor and wherever located; and, to the extent not otherwise included, all proceeds of each of the foregoing and under such Conveyed Collateralall accessions to, which security interest is perfected substitutions and is prior replacements for, and rents, profits and products of each of the foregoing; and excluding all Intellectual Property. Each Obligor shall not permit a Lien to all other liens exist on its Intellectual Property (other than Permitted Liens), and is enforceable as such against, ) without the prior written consent of Lender. The Collateral shall include all creditors of and purchasers proceeds from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in sale of all Intellectual Property outside the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer ordinary course of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any business and all liensother rights arising out of Intellectual Property, claims or encumbrances created byexcluding the Intellectual Property itself. Notwithstanding the foregoing, or attaching to property of, the Retention Holder if a judicial authority (other than Permitted Liens). (ivincluding a U.S. Bankruptcy Court) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted holds that a security interest in or otherwise conveyed any the underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of such Conveyed Collateral. The Retention Holder has not authorized Intellectual Property, at the filing oftime of a sale, then the Collateral shall automatically, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released effective as to such Conveyed Collateral. The Retention Holder is not aware of the filing date of any judgmentthis Agreement, employee benefit or tax lien filings against itinclude the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the sales proceeds of Intellectual Property. (viib) On or prior Unless otherwise defined in this Note, capitalized terms used in Section 9(a) shall have the respective meanings assigned to such terms in the Hercules LSA (as in effect on the date hereof, a copy of which is attached hereto and is incorporated by reference) and any items of classes of Collateral referred to above not so defined shall have the meanings assigned to such terms in the New York Uniform Commercial Code. (c) The Borrower shall use its commercially reasonable efforts no later than 60 days after the Closing Date to (with respect to the Initial Collateral Obligationsi) and within five (5) Business Days after the related Settlement Date (cause any deposit account control agreements in effect with respect to any Subsequent Conveyed Collateral), copies of Borrower’s Deposit Accounts to be amended on terms reasonably satisfactory to the Lender to provide that Lender shall have “control” (or originals, if required by within the definition meaning of “Required Loan Documents”Section 9-104(a) of the Required Loan Documents have New York Uniform Commercial Code) over such Deposit Accounts effective after the Hercules LSA has been delivered paid in full, and (ii) cause insurance certificates to be issued to the CustodianLender in accordance with Section 16(b). (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance The Pledged Equity issued by the Retention Holder to Borrower has been duly and validly authorized and issued by the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Borrower. (ii) This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Pledged Equity in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC)Holdings. (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder Holdings has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statementPledged Equity. (viiv) Other than as expressly permitted by the conveyance to terms of the Issuer Transaction Documents, this Agreement and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Pledged Equity. The Retention Holder Holdings has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Holdings that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateralcollateral covering the Pledged Equity. The Retention Holder Holdings is not aware of the filing of any judgment, employee benefit judgment or tax Tax lien filings against itHoldings, other than Permitted Liens. (v) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. (vi) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a "security" within the meaning of Article 8 of the UCC of the applicable jurisdiction and (B) such certificate shall be delivered as provided in clause (vii) below. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to If any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) portion of the Required Loan Documents have Pledged Equity constitutes a "certificated security," such certificated security has been delivered to the CustodianAdministrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (viii) None If any portion of the Underlying Notes that constitute or evidence Pledged Equity constitutes an "uncertificated security", the Conveyed Collateral has any marks or notations indicating that it has been pledgedBorrower hereby agrees to comply with instructions of the Administrative Agent, assigned or otherwise conveyed given at the direction of the Majority Lenders, with respect to any Person such Pledged Equity without further consent of Holdings. (ix) Except as permitted pursuant to Section 5.08(f), Holdings' location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and chief executive office of Holdings (and the location of Holdings' records regarding the Pledged Equity (other than the Issuer or in blank or those delivered to the TrusteeCollateral Custodian pursuant to this Agreement)) is located at the address set forth under its name in Section 11.02.

Security Interest. This Assignment constitutes either: (i) In a valid transfer and assignment to the event that Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the conveyance Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Retention Holder to the Issuer Trust free and clear of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Issuer Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing grant of a security interest (as defined in the UCC) in all such property to the Trust, which is enforceable with respect to existing Receivables of the rightAdditional Accounts, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible proceeds (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreementthereof and Insurance Proceeds relating thereto, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to upon the conveyance of such Conveyed Collateral hereunder Receivables to the Issuer. Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (vas defined in the UCC) The Retention Holder has caused thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of all appropriate a financing statements statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the proper filing office case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the appropriate jurisdictions under applicable law in order UCC) thereof, and Insurance Proceeds relating to perfect such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such Conveyed Collateral granted property (subject to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware Section 9-306 of the filing UCC as in effect in the State of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed CollateralDelaware), copies (or originals, if required by the definition of “Required Loan Documents”except for Liens permitted under subsection 2.5(b) of the Required Loan Documents have been delivered to the CustodianPooling and Servicing Agreement. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In As general and continuing collateral security for the event that due payment and performance when due (whether at the conveyance stated maturity, by the Retention Holder acceleration or otherwise) of all Obligations, each Grantor hereby mortgages, charges and assigns to the Issuer of any Conveyed Collateral is determined not Agent, and grants to be an absolute transferthe Collateral Agent, this Agreement is effective to create in favor for the ratable benefit of the Issuer Secured Parties, a valid and continuing security interest (as defined the “Security Interest”) in, the Collateral. (b) The grant of any Security Interest in the UCC) in all respect of the Collateral shall not include with respect to any Grantor, any item of property to the extent the grant by such Grantor of a security interest pursuant to this Agreement in such Grantor’s right, title and interest in such item of property is prohibited by an applicable enforceable contractual obligation (including but not limited to a Capital Lease Obligation) or requirement of law or would give any other Person the Retention Holder inenforceable right to terminate its obligations with respect to such item of property and provided, to and under such Conveyed Collateralfurther, which that the limitation in the foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement in any money or other amounts due or to become due under any Subsequent Transfer AgreementAccount, contract, agreement or General Intangible. In addition, the Issuer will own such Conveyed Collateral free and clear Security Interests created by this Agreement do not extend to the last day of the term of any lease or agreement for lease of real property. Such last day shall be held by the Grantor in trust for the Collateral Agent and, on the exercise by the Collateral Agent of any of its rights under this Agreement following the occurrence and all liensduring the continuance of an Event of Default, claims or encumbrances created bywill be assigned by the Grantor as directed by the Collateral Agent. (c) Each Grantor confirms that value has been given by the Collateral Agent and the other Secured Parties to the Grantor, or attaching to property of, that the Retention Holder Grantor has rights in the Collateral (other than Permitted Liens)after-acquired property) and that the Grantor and the Collateral Agent have not agreed to postpone the time for attachment of the Security Interests created by this Agreement to any of the Collateral. (ivd) The Retention Holder has received all consents Each Grantor hereby irrevocably authorizes the Collateral Agent, in accordance with, and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than consistent with, the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Intercreditor Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest at any time and from time to time to file in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, relevant jurisdiction any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) or any part thereof and within five amendments thereto. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office, the United States Copyright Office or the Canadian Intellectual Property Office such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in and to the Intellectual Property granted by each Grantor, without the signature of any Grantor (5) Business Days after but, prior to the related Settlement Date (with respect occurrence of any Event of Default or Default, the Collateral Agent shall provide notice of such filing to any Subsequent Conveyed Collateralsuch Grantor), copies (and naming any Grantor or originals, if required by the definition of “Required Loan Documents”) of Grantors as debtors and the Required Loan Documents have been delivered to the CustodianCollateral Agent as secured party. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance transfer by the Retention Holder Depositor to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder Depositor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder.Depositor; (ii) Each Collateral Obligation conveyed transferred hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC).; (iii) Upon the conveyance transfer by the Retention Holder Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Depositor (other than Permitted Liens).; (iv) The Retention Holder Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer.Depositor; (v) The Retention Holder Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement.; (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Depositor has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder Depositor that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it.; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Transfer Date (with respect to any Subsequent Conveyed Collateralthe Additional Collateral Obligations), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian.; and (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In As security for the event that the conveyance performance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferall the terms, this Agreement is effective to create in favor covenants and agreements on the part of the Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Issuer hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a valid and continuing security interest (as defined in the UCC) in in, all of the Issuer’s right, title and interest of the Retention Holder in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Conveyed Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, which security interest is perfected and is prior in addition to all the other liens rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Issuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than Permitted Liens)those expressly stated to survive such termination) of the Administrative Agent, the Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and is enforceable as such againstall rights to the Collateral shall revert to the Issuer; provided, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Assethowever, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance that promptly following written request therefor by the Retention Holder Issuer delivered to the Administrative Agent following any such termination, and at the sole expense of the Issuer, the Administrative Agent shall authorize or execute, as applicable, and deliver to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, UCC termination statements and such other documents as the Issuer will own shall reasonably request to evidence such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens)termination. (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Loan Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralTrust Depositor, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Originator; (ii) Each Collateral Obligation conveyed hereunder constitutes such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Originator owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Loan Assets free and clear of any and all liensLien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted Liens).; (iv) The Retention Holder the Originator has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral the Loan Assets hereunder to the Issuer.Trust Depositor; (v) The Retention Holder the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Requirements of Law in order to perfect the security interest in such Conveyed Collateral Loan Assets granted to the Issuer Trust Depositor under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Retention Holder Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Loan Assets; (vii) the Originator has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Originator that include a description of collateral covering such Conveyed Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under this Agreement and the Transfer and Servicing Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder terminated; (viii) the Originator is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Originator; (viiix) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), all original executed copies (or originalsof each Underlying Note, if required by any, that constitute or evidence the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Indenture Trustee; (viiix) None of the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes Notes, if any, that constitute or evidence the Conveyed Collateral Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and (xi) none of the Underlying Notes or, in the case of Noteless Loans, the Designated Loan Agreements and Loan Registers, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to and the Indenture Trustee, as assignees of the Trust Depositor.

Security Interest. (i) In To secure the event that the conveyance by the Retention Holder to the Issuer performance and payment of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor all obligations and indebtedness of the Issuer Borrower under the Notes to Lender, Borrower hereby grants to Lender a valid and continuing security interest (as defined in the UCC) in all of the right, title and interest of Borrower’s property (the Retention Holder in, to and under such Conveyed “Collateral, which ”). Lender’s security interest is shall be perfected by the Borrower’s execution of this Agreement and is prior the Lender shall be authorized to all file a UCC-1 financing statement in the County of Maricopa, State of Arizona and in such other liens (other than Permitted Liens), and is enforceable jurisdictions as such against, all creditors of and purchasers from may be necessary to perfect the Retention HolderLender’s security interest in the Collateral. (ii) Each The Collateral Obligation conveyed hereunder constitutes will not be misused or is evidenced by a Financial Assetabused, an Instrumentwasted, a Certificated Security or a general intangible (as defined allowed to deteriorate, except for the ordinary wear and tear of its intended use, and will not be used in the UCC)violation of any statute or ordinance. (iii) Upon Borrower shall pay, prior to delinquency, all taxes, charges, liens and assessments against the conveyance by Collateral, and upon the Retention Holder Borrower’s failure to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreementdo so, the Issuer will own such Conveyed Collateral free Lender at its option may pay any of these and clear shall be sole judge of any the legality or validity of these obligations and all liens, claims or encumbrances created by, or attaching the amount necessary to property of, the Retention Holder (other than Permitted Liens)discharge them. (iv) In addition to any other remedies set forth herein and without waiving or impairing them, upon the occurrence of an event of default under any of the Notes (“Event of Default”), and at any time thereafter, the Lender may declare all obligations secured hereby immediately due and payable, and shall have the rights and remedies of a lender under the Uniform Commercial Code of Arizona (“UCC”), including, without limitation, the right to sell, lease or otherwise dispose of any or all of the Collateral, and the right to take possession of the Collateral, and for such purposes the Lender may enter upon any premises on which the Collateral or any part of the Collateral may be situated and remove the same therefrom. The Retention Holder has received all consents Lender may require the Borrower to assemble the Collateral and approvals required make it available to the Lender at a place to be designated by the terms Lender that is reasonably convenient to both parties. Unless the Collateral is perishable, or threatens to decline speedily in value, or is of a type customarily sold on a recognized market, the Lender will send or otherwise make available to the Borrower reasonable notice of the time and place of any Conveyed public sale of the Collateral, or of the time after which any private sale or other disposition of the Collateral is to be made. The requirement of sending reasonable notice shall be met if such notice is mailed, postage prepaid, to the conveyance of such Conveyed Collateral hereunder to Borrower at the Issuer. (v) The Retention Holder has caused address designated herein, or if notice is otherwise posted on the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware door of the filing premises of the Borrower, or any judgmentpublic place, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within at least five (5) Business Days after days before the related Settlement Date (with respect time of the sale or disposition. It is expressly understood and agreed by the Borrower that the Lender ‘s right to take possession of the Collateral upon the happening of an Events of Default may be exercised without resort to any Subsequent Conveyed Collateral)court proceeding or judicial process whatever, copies (and without any hearing whatever. In this connection, the Borrower expressly waives any right to any judicial process or originals, if required by to any hearing prior to the definition of “Required Loan Documents”) exercise of the Required Loan Documents have been delivered Lender’s right to the Custodian. (viii) None take possession of the Underlying Notes that constitute Collateral upon the happening of any such Events of Default. Expenses of retaking, holding, preparing for sale, or evidence selling, or the Conveyed like, of any Collateral has shall include the Lender’s reasonable attorney’s fees and other expenses in connection with its enforcement of its rights under this Section 2(c). The Borrower shall remain liable for any marks or notations indicating that it has been pledgeddeficiency. The Lender agrees to release UCC lien, assigned or otherwise conveyed to any Person other than upon the Issuer or repayment of in blank or to full principle and interest on the TrusteeNotes.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Sale Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralBuyer, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “accounts” (each as defined in the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Fair, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ collectively own and have good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Sale Assets free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien of any Person (other than Permitted Liensthe Liens created by this Agreement).; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Receivable, if any, to the conveyance sale and granting of such Conveyed Collateral a security interest in the Sale Assets hereunder to the Issuer.Buyer; (v) The Retention Holder has caused the filing of all appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the ownership or security interest in the Receivables and in the other Sale Assets, to the extent that ownership or a security interest in such Conveyed Collateral granted to other Sale Assets may be perfected by the Issuer under this Agreement to the extent perfection can be achieved by filing of a financing statement.; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementBuyer, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Sale Assets. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a collateral description of such Conveyed Collateral covering the Sale Assets other than any financing statement (A) relating to the ownership of or security interest granted to the Buyer under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Buyer on or released as prior to such Conveyed Collateralthe Closing Date. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each instrument that constitutes or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents evidences each Receivable have been delivered to the Custodian.Buyer, and copies thereof have been delivered to the Servicer; and (viii) None none of the Underlying Notes Instruments that constitute or evidence the Conveyed Collateral Receivables has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the TrusteeBuyer.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the UCCUCC as in effect from time to time in the State of New York) in all the Collateral in favor of the rightAdministrative Agent, title and interest on behalf of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other liens Liens (other than Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability; (ii) Each Collateral Obligation conveyed hereunder this Agreement constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (security agreement within the meaning of Section 9-102(a)(73) of the UCC as defined in effect from time to time in the UCC)State of New York. (iii) Upon the conveyance by Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the Retention Holder applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i); (iv) with respect to Collateral that constitutes Deposit Accounts: (1) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and (2) such Accounts are not in the name of any Person other than the Borrower, subject to the Issuer Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Conveyed Collateral pursuant Account to this Agreement or comply with the instructions of any Subsequent Transfer AgreementPerson other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Issuer will own Borrower and the Servicer may cause cash in such Conveyed Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Servicer may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (vi) each Account constitutes a “securities account” as defined in the Section 8- 501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien of any Person (other than Permitted Liens).; (ivviii) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed Collateral Loan to the conveyance granting of such Conveyed Collateral a security interest in the Loans hereunder to the Issuer.Administrative Agent, on behalf of the Secured Parties; (vix) The Retention Holder the Borrower has caused taken all necessary steps to authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed that portion of the Collateral granted in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization; (x) upon the delivery to the Issuer Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under this Agreement Article 9 of the UCC as in effect from time to time in the extent perfection can be achieved by filing a financing statement.State of New York; (vixi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed the Collateral. The Retention Holder Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of such Conveyed any collateral included in the Collateral other than any financing statement that has been terminated in its entirety and/or fully and validly assigned to the Administrative Agent on or released as prior to such Conveyed Collateralthe date hereof or reflecting the Liens granted hereunder. The Retention Holder is not aware of the filing of any judgment, employee benefit There are no judgments or tax lien filings against it.the Borrower; (viixii) On all original executed copies of each underlying promissory note that constitute or prior evidence each Loan have been or, subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viiixiii) None none of the Underlying Notes underlying promissory notes that constitute or evidence the Conveyed Collateral Loans has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Administrative Agent on behalf of the Secured Parties; (xiv) with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security; (xv) with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8- 106(c) of the UCC and such control remains effective; and (xvi) the Borrower represents and warrants that the full legal and beneficial title to the TrusteeCollateral has been secured in favor of the Administrative Agent, as agent for the Secured Parties.

Security Interest. This Agreement shall constitute a security agreement under applicable Law and, in furtherance thereof, the Company shall be deemed to have granted, and does hereby grant, to the Participant a first priority security interest in the following for the benefit of the Participant and its assignees as security for the Company’s obligations under this Agreement, including its obligation to pay the Participant’s Share hereunder: (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferLoans, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest including all future advances (as defined in the UCCincluding Authorized Funding Draws) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. made with respect thereto; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). Loan Documents; (iii) Upon the conveyance by the Retention Holder all amounts payable to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, Company under the Issuer will own such Conveyed Collateral free and clear of any Loan Documents and all liens, claims or encumbrances created by, or attaching obligations owed to property of, the Retention Holder (other than Permitted Liens). Company in connection with the Loans and the Loan Documents; (iv) The Retention Holder has received all consents and approvals required Collateral (including Acquired Collateral, whether held by the terms of any Conveyed Collateral Company directly or indirectly through an Ownership Entity) relating to the conveyance of such Conveyed Collateral hereunder to the Issuer. Loans; (v) The Retention Holder has caused all claims, suits, causes of action and any other right of the filing Company, whether known or unknown, against a Borrower, any Guarantor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all appropriate financing statements other claims at law or in equity arising under or in connection with the proper filing office in Loan Documents or the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. transactions related thereto or contemplated thereby; (vi) Other than all cash, securities and other property received or applied by or for the conveyance to account of the Issuer and Company under the security interest granted to the Issuer pursuant to this AgreementLoans, the Retention Holder has not pledgedincluding all distributions received through redemption, assignedconsummation of a plan of reorganization, soldrestructuring, granted a security interest in liquidation or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing ofa Borrower, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral Guarantor or other than any financing statement that has been terminated in its entirety obligor under or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) Loans, and within five (5) Business Days after the related Settlement Date (any securities, interest, dividends or other property that may be distributed or collected with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to foregoing; (vii) the Custodian. Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all amounts on deposit therein; (viii) None all Ownership Entities; and (ix) any and all distributions on, or proceeds or products of or with respect to, any of the Underlying foregoing, and the rights to receive such proceeds thereof (collectively, the “Secured Assets”). All of the Notes and other Custodial Documents shall be held by the Document Custodian as set forth in Section 8.01(c) (except and to the extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The Participant shall retain possession of the Notes and other Custodial Documents with respect to the Loans until such time as the Company retains the Document Custodian pursuant to the provisions of Section 8.01(c) and, at such time, the Company shall cause the Document Custodian to take possession of the Notes and other Custodial Documents with respect to the Loans on behalf of the Participant and the Company. The Company hereby authorizes the filing by the Participant of such financing statements in such jurisdictions as the Participant deems appropriate (in its sole and absolute discretion) with respect to the Loans, the Loan Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) for each Loan, an allonge, endorsed in blank, and executed by the Company, and (ii) for each Loan that constitute is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to effect the endorsement of a Note or evidence the Conveyed Collateral has assignment to effect the assignment of a mortgage to the Participant unless the Participant is entitled to exercise its rights as a secured party in accordance with this Agreement upon the occurrence and during the continuance of an Event of Default. The Company shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Electronic Tracking Agreement. The Company shall be designated as the “servicer” and the “investor” with respect to the Loans that are registered on the MERS® System, and the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any marks or notations indicating interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any interest in any of the Loans and to confirm that it has been pledgedthe Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, assigned or otherwise conveyed upon the request of the Participant, the Company shall request that MERS run a query with respect to any Person other than and all specified fields on the Issuer MERS® System with respect to any or in blank or all of the Loans registered on the MERS® System and provide the results to the TrusteeParticipant and, if requested by the Participant, shall request that MERS change the information in such fields, to the extent MERS will do so in accordance with its policies and procedures and otherwise consistent with this Agreement, to reflect its instructions.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Sale Portfolio in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralPurchaser, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Seller owns and has good and marketable title to (or is evidenced by a Financial Asset, an Instrumentwith respect to assets securing any Loan Assets, a Certificated Security or a general intangible (as defined in valid security interest in) the UCC). (iii) Upon the conveyance Sale Portfolio Sold by the Retention Holder it to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementPurchaser hereunder on such Purchase Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iviii) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan Asset, to the conveyance Sale thereof and the granting of such Conveyed Collateral a security interest in the Loan Assets hereunder to the Issuer.Purchaser; (viv) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Issuer under Purchaser; and (v) other than (A) as expressly permitted by the terms of this Agreement to and the extent perfection can be achieved by filing a financing statement. Revolving Credit and Security Agreement and (viB) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementPurchaser and the Collateral Agent, on behalf of the Secured Parties, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest Lien in or otherwise conveyed any of such Conveyed Collateralthe Sale Portfolio. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed Collateral collateral covering the Sale Portfolio other than any financing statement (x) relating to the security interest granted to the Purchaser under this Agreement, or (y) that has been terminated in its entirety and/or fully and validly assigned to the Collateral Agent on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against itthe Seller. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Loan Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralTrust Depositor, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Originator; (ii) Each Collateral Obligation conveyed hereunder constitutes such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Originator owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Loan Assets free and clear of any and all liensLien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted Liens).; (iv) The Retention Holder the Originator has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral hereunder the Loan Assets under the ACAS Transfer Agreement to the Issuer.Trust Depositor; (v) The Retention Holder the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Requirements of Law in order to perfect the security interest in such Conveyed Collateral Loan Assets granted to the Issuer Trust Depositor under this Agreement to the extent perfection can be achieved by filing a financing statement.ACAS Transfer Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Retention Holder Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed CollateralLoan Assets. The Retention Holder Originator has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Originator that include a description of collateral covering such Conveyed Collateral Loan Assets other than any financing statement (A) relating to the security interest granted to the Trust Depositor under the ACAS Transfer Agreement and this Agreement, or (B) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Originator is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Originator; (vii) On all original executed copies of each Underlying Note that constitute or prior to evidence the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Indenture Trustee; (viii) None the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and (ix) none of the Underlying Notes that constitute or evidence the Conveyed Collateral Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to and the Indenture Trustee, as assignees of the Trust Depositor.

Security Interest. (i) i. In the event that that, notwithstanding the conveyance by intent of the Retention Holder to parties, the Issuer of any Conveyed Collateral is determined Conveyances hereunder shall be characterized as loans and not to be an absolute transferas contributions, then this Agreement is effective to create creates a valid and continuing Lien on the Transferred Assets in favor of the Issuer a valid Transferee and continuing security interest (the Collateral Agent, as defined in assignee, for the UCC) in all benefit of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralSecured Parties, which security interest is validly perfected and is prior under Article 9 of the UCC (to all other liens (other than Permitted Liensthe extent such security interest may be perfected under such article), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Transferee; the Transferred Assets are comprised of "instruments," "security entitlements," "general intangibles," "certificated securities," "uncertificated securities," "securities accounts," "investment property," "accounts," "cash," "deposit accounts" and "proceeds" and such other categories of collateral under the applicable UCC as to which the Transferor has complied with its obligations as set forth herein; ii. the Collateral Assets, along with the related loan files, constitute either a "general intangible," an "instrument," an "account," "securities entitlement," "tangible chattel paper", "certificated security," "uncertificated security," "supporting obligation," or "insurance" (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (each as defined in the applicable UCC)., real property and/or such other category of collateral under the applicable UCC as to which the Transferor has complied with its obligations under this Section 4.1(z); (iii) Upon . the conveyance by the Retention Holder Transferor owns and has good and marketable title to the Issuer of any Transferred Assets Conveyed Collateral pursuant by it to this Agreement or any Subsequent Transfer Agreementthe Transferee hereunder on such Conveyance Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iv) The Retention Holder . the Transferor has received all consents and approvals required by the terms of any Conveyed Collateral Asset, to the conveyance Conveyance thereof and the granting of such Conveyed a security interest in the Collateral Assets hereunder to the Issuer.Transferee; (v) The Retention Holder v. the Transferor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Transferee in such Conveyed Collateral that portion of the Transferred Assets in which a security interest may be perfected by filing granted hereunder to the Issuer under Transferee; provided that filings in respect of real property shall not be required; vi. other than (i) as expressly permitted by the terms of this Agreement to and the extent perfection can be achieved by filing a financing statement. Credit Agreement and (viii) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this AgreementTransferee, the Retention Holder Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Transferred Assets. The Retention Holder Transferor has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Transferor that include a description of such Conveyed Collateral collateral covering the Transferred Assets other than any financing statement (A) relating to the security interest granted to the Transferee under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Collateral Agent on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Transferor is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Transferor; (vii) On . all original executed copies of each underlying promissory note or copies of each assignment and assumption agreement, transfer document or instrument relating to such Collateral Asset evidencing the assignment of such Collateral Asset from any prior owner thereof to the Closing Date (with respect Transferee and from the Transferee in blank or to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)Agent, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Custodian.; (viii) None . the Transferor has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Custodian that the Custodian, as the bailee of the Underlying Notes Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Conveyed Collateral Assets solely on behalf of and for the Collateral Agent, for the benefit of the Secured Parties; ix. none of the underlying promissory notes (if any), that constitute or evidence the Collateral Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Collateral Agent, on behalf of the Secured Parties; x. with respect to any Transferred Asset that constitutes a "certificated security", such certificated security has been delivered to the Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Agent, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Transferee of such certificated security; and xi. with respect to any Transferred Assets that constitutes an "uncertificated security", that the TrusteeTransferor shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Sale Portfolio in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralPurchaser, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 4.1(z). (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant Sale Portfolio (subject to this Agreement or any Subsequent Transfer AgreementSection 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan Asset, to the conveyance Sale thereof and the granting of such Conveyed Collateral a security interest in the Loan Assets hereunder to the Issuer.Purchaser; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in such Conveyed Collateral that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Issuer under this Agreement to the extent perfection can Purchaser; provided that filings in respect of real property shall not be achieved by filing a financing statement.required; (vi) Other other than (i) as expressly permitted by the conveyance to terms of this Agreement and the Issuer Loan and Servicing Agreement and (ii) the security interest granted to the Issuer pursuant to this AgreementPurchaser, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Sale Portfolio. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed Collateral collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None other than in the case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Underlying Notes Trustee, is holding the underlying promissory notes that constitute or evidence the Conveyed Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Trustee, on behalf of the Secured Parties; (x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, or in blank by an effective Indorsement or to has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Purchaser of such certificated security; and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Security Interest. (i) In To secure the event that the conveyance by the Retention Holder to the Issuer payment and performance of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCC) in all of the rightObligations when due, title and interest of the Retention Holder in, Borrower hereby grants to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted Silicon a security interest in all of Borrower’s interest in the following, whether now owned or otherwise conveyed hereafter acquired, and wherever located: All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower’s Deposit Accounts, and all money, and all property now or at any time in the future in Silicon’s possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of such Conveyed the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). The Retention Holder Notwithstanding the foregoing, provided that (a) no Default or Event of Default has not authorized the filing of, occurred and is not aware ofcontinuing, any financing statements against (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware “IPO”), (c) immediately following the conclusion of the filing IPO Borrower has minimum cash (or cash equivalents acceptable to Silicon) liquidity maintained at Silicon of not less than $5,000,000 and (d) Borrower executes and delivers to Silicon, on Silicon’s standard form, a Negative Pledge Agreement regarding the Borrower’s Intellectual Property, Silicon agrees to release its liens on and security interests in all of Borrower’s Intellectual Property. Also notwithstanding the foregoing, the term “Collateral” does not include any judgmentlicense agreements or contract rights (under which Borrower is the licensee, employee benefit lessee or tax lien filings against it. (viiother similarly situated party) On or prior to the Closing Date extent (with respect i) the granting of a security interest in it would be contrary to applicable law, or (ii) that such rights are nonassignable by their terms (but only to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)extent such prohibition is enforceable under applicable law, copies (or originalsincluding, if required by the definition of “Required Loan Documents”without limitation, Section 9318(4) of the Required Loan Documents have been delivered California Uniform Commercial Code) without the consent of the licensor or other party (but only to the Custodian. extent such consent has not been obtained); nevertheless, the foregoing grant of security interest shall extend to, and the term “Collateral” shall include, any and all proceeds of such license agreements or contract rights to the extent that the assignment or encumbering of such proceeds is not so restricted (viii) None including, without limitation, the proceeds of the Underlying Notes that constitute such license agreements or evidence the Conveyed Collateral has contract rights for which any marks or notations indicating that it required consent has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trusteeobtained).

Security Interest. (ia) In the event that the conveyance by the Retention Holder The Borrower hereby unconditionally grants and assigns to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer Lender and its successors and assigns a valid and continuing security interest (as defined in and security title to the UCC) in Stock. The Borrower hereby delivers to the Lender all of the its right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (i) all obligations of the Retention Holder in, Borrower to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens)the Lender hereunder, and is enforceable as (ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such againstshares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all creditors voting, consensual and dividend rights, shall remain in the Borrower until the occurrence of and purchasers from the Retention Holdera Default. (iib) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial AssetIf, an Instrumentprior to repayment in full of the Loan, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon aggregate book value of the conveyance by Stock becomes less than $13,400,000, the Retention Holder Borrower shall promptly deliver to the Issuer Lender on demand additional collateral of a type and value acceptable to the Lender (and the Lender’s judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of $13,400,000. The Borrower shall also execute any Conveyed Collateral security documents the Lender may request to evidence and perfect the Lender’s rights in such additional collateral. If at any time such additional collateral is no longer required pursuant to this Agreement or any Subsequent Transfer AgreementSection l(b), the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Lender shall release its security interest in such Conveyed Collateral granted to additional collateral upon the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware request of the filing of any judgment, employee benefit or tax lien filings against itBorrower. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. Unless prohibited by applicable laws or our records show that you hold the Account in a representative capacity, in addition to our rights of recoupment and set-off as provided above, as security for all present and future indebtedness or other obligations you (iincluding any joint account holder) In owe to us or any of our Affiliates under the event that the conveyance by the Retention Holder Agreement or otherwise, you grant to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer us and our Affiliates a valid present and continuing security interest (as defined in the UCC) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the consensual security interest in such Conveyed Collateral granted the Account and any other accounts you (including any joint account holder) may have with us or any of our Affiliates, including all Items which are now or may in the future be presented or deposited to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in Account or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized other accounts, all present and future proceeds of or related to the filing ofAccount or any of such other accounts, and is not aware of, all funds or other credits now or in the future in or associated with the Account or any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement accounts. You expressly acknowledge and agree that has been terminated “our Affiliates” as used in its entirety this section includes Belize Bank International Limited, and thus that your non-Belizean denominated accounts are subject to these provisions. To enforce the foregoing security interest and to realize thereon, we may endorse Items presented for deposit or released collection and take such other actions as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit we deem necessary or tax lien filings against it. (vii) On or prior to the Closing Date (appropriate with respect to the Initial Collateral Obligations) Account or any of such other accounts, all without prior notice to you, and within five (5) Business Days after the related Settlement Date (you grant us an irrevocable power of attorney to undertake such acts in your name. You agree that our security interest will apply to any joint Accounts which may be owned in any capacity as described under “Recoupment and Set-off” above and, with respect to any Subsequent Conveyed Collateral)such Accounts, copies (or originals, if required by the definition of “Required Loan Documents”) you make all of the Required Loan Documents have been delivered to the Custodian. (viii) None same agreements regarding our security interest that you make above regarding our rights of recoupment and set-off. If our exercise of any of the Underlying Notes that constitute foregoing rights diminishes the balance in any Account, causing transactions or evidence Items to be rejected, returned or dishonoured, we will have no liability in connection therewith. You expressly agree that, in any instance when we are contemplating exercising our security interest rights against one or more of your Accounts, we may in our sole discretion place a temporary or indefinite administrative hold or freeze on your Account(s) or any portion of the Conveyed Collateral has any marks or notations indicating that it has been pledgedfunds in your Account(s) which we deem appropriate, assigned or otherwise conveyed to any Person other than in lieu of actually seizing the Issuer or in blank or to the Trusteefunds immediately.

Security Interest. (ia) In the event that the conveyance by the Retention Holder The Borrower hereby unconditionally grants and assigns to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor of the Issuer Lender and its successors and assigns a valid and continuing security interest (as defined in and security title to the UCC) in Stock. The Borrower hereby delivers to the Lender all of the its right, title and interest in and to the Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (i) all obligations of the Retention Holder in, Borrower to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens)the Lender hereunder, and is enforceable as (ii) payment and performance of all obligations of the Borrower to the Lender under the Note, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due. If the Borrower receives, for any reason whatsoever, any additional shares of the capital stock of the Bank, such againstshares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement and the Borrower shall immediately deliver such shares to the Lender, together with stock powers endorsed in blank by the Borrower. Beneficial ownership of the Stock, including all creditors voting, consentual and dividend rights, shall remain in the Borrower until the occurrence of and purchasers from the Retention Holdera Default. (iib) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial AssetIf, an Instrumentprior to repayment in full of the Loan, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon aggregate book value of the conveyance by Stock becomes less than 200% of the Retention Holder outstanding Loan balance, the Borrower shall promptly deliver to the Issuer Lender on demand additional collateral of a type and value acceptable to the Lender (and the Lender's judgment in valuing same shall be conclusive) so that the sum of the value of such additional collateral plus the aggregate book value of the Stock is equal to or in excess of 200% of the outstanding Loan balance. The Borrower shall also execute any Conveyed Collateral security documents the Lender may request to evidence and perfect the Lender's rights in such additional collateral. If at any time such additional collateral is no longer required pursuant to this Agreement or any Subsequent Transfer AgreementSection 1(b), the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Lender shall release its security interest in such Conveyed Collateral granted to additional collateral upon the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware request of the filing of any judgment, employee benefit or tax lien filings against itBorrower. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In As described in Section 2.01(l) hereof, it is the event intention of the parties hereto that the conveyance of the Collateral by the Retention Holder Seller to the Issuer Buyer be, and be construed as, an absolute sale and/or contribution without recourse. If, however, notwithstanding the intention of any Conveyed Collateral the parties, such conveyance is determined for any reason not to be an absolute transfersale and/or contribution, this Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) granted by the Seller in favor of the Buyer in all of the right, title and interest of the Retention Holder Seller in, to and under such Conveyed Collateralthe Collateral Loans transferred by the Seller thereto, which security interest is shall be a first priority perfected and is security interest prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder. Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) Each the Collateral Obligation conveyed hereunder constitutes Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC). ; (iii) Upon the conveyance Seller owns and has, and upon the sale, transfer and/or contribution thereof by the Retention Holder Seller to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer AgreementBuyer, the Issuer Buyer will own have good and marketable title to such Conveyed Collateral Loans free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens). , claim or encumbrance of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed the Collateral Loans to the conveyance sale and/or contribution of such Conveyed the Collateral Loans -13- hereunder to the Issuer. Buyer (except (A) to the extent that the requirement for such consent is rendered ineffective under Section 9-406 of the UCC and (B) for any customary procedural requirements and agents’ and/or Obligors’ consents expected to be obtained in due course in connection with the transfer of the Collateral Loans to the Buyer (except, in the case of clause (B), for any such agents’ consents where the Seller or any of its Affiliates is the agent which the Seller has or will obtain)); (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed the Collateral Loans granted by the Seller to the Issuer Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement. ; (vi) Other other than the conveyance sale and/or contribution by the Seller to the Issuer Buyer hereunder, and the back-up security interest granted by the Seller to the Issuer Buyer, as assigned by the Buyer to the Collateral Agent for the benefit of the Secured Parties, pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral Loans which security interests, if any, with respect to such Conveyed CollateralCollateral Loans will be released on or prior to the applicable Purchase Date. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against naming the Retention Holder Seller as debtor that include a description of such Conveyed collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement or (B) that has been terminated in its entirety or released as to such Conveyed Collateralfor which a release or partial release has been or will be timely filed. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it. the Seller; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (except with respect to any Subsequent Conveyed Collateral)Collateral Loan for which there is no promissory note, all original executed copies (of each promissory note that constitutes or originals, if required evidences the Collateral Loans sold by the definition of “Required Loan Documents”) of the Required Loan Documents Seller hereunder have been delivered to by the Custodian. Seller at the direction of the Buyer as required under the Credit Agreement; and (viii) None none of the Underlying Notes promissory notes, if any, that constitute or evidence any Collateral Loans sold by the Conveyed Collateral Seller hereunder has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the TrusteeBuyer.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this This Agreement is effective to create in favor of the Issuer creates a valid and continuing security interest (as defined in the applicable UCC) in all the Sale Portfolio in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralPurchaser, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “tangible chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible “insurance” (each as defined in the applicable UCC), real property and/or such other category of collateral under the applicable UCC as to which the Seller has complied with its obligations under this Section 4.1(z). (iii) Upon the conveyance by the Retention Holder Seller owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant Sale Portfolio (subject to this Agreement or any Subsequent Transfer AgreementSection 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).) of any Person; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral Loan Asset, to the conveyance Sale thereof and the granting of such Conveyed Collateral a security interest in the Loan Assets hereunder to the Issuer.Purchaser; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest of the Purchaser in such Conveyed Collateral that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Issuer under this Agreement to the extent perfection can Purchaser; provided that filings in respect of real property shall not be achieved by filing a financing statement.required; (vi) Other other than (i) as expressly permitted by the conveyance to terms of this Agreement and the Issuer Loan and Servicing Agreement and (ii) the security interest granted to the Issuer pursuant to this AgreementPurchaser, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateralthe Sale Portfolio. The Retention Holder Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of such Conveyed Collateral collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on or released as prior to such Conveyed Collateralthe date hereof. The Retention Holder Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien filings against it.the Seller; (vii) On all original executed copies of each underlying promissory note or prior copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)delivery requirements contained herein, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been will be delivered to the Collateral Custodian.; (viii) None other than in the case of Noteless Loan Assets, the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian, as the bailee of the Underlying Notes Trustee, is holding the underlying promissory notes that constitute or evidence the Conveyed Loan Assets solely on behalf of and for the Trustee, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 of the Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer Trustee, on behalf of the Secured Parties; (x) with respect to any Sale Portfolio that constitutes a “certificated security”, such certificated security has been delivered to the Collateral Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Secured Parties, or in blank by an effective Indorsement or to has been registered in the name of the Trustee, for the benefit of the Secured Parties, upon original issue or registration or transfer by the Borrower of such certificated security; and (xi) with respect to any Sale Portfolio that constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Secured Parties, as the registered owner of such uncertificated security.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Collateral in favor of the right, title and interest Trustee on behalf of the Retention Holder in, to and under such Conveyed Collateral, Secured Parties which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Borrower; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by Borrower is the Retention Holder lawful owner of and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Transferred Loans and all related Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien (other than Permitted Liens).; (iv) The Retention Holder the Borrower has received all consents and approvals required by the terms of any Conveyed the Collateral to the conveyance grant of such Conveyed a security interest in the Collateral hereunder to the Issuer.Agent, on behalf of the Secured Parties; (v) The Retention Holder the Borrower has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer Trustee on behalf of the Secured Parties under this Agreement to the extent perfection can be achieved by filing a financing statement.Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trustee on behalf of the Secured Parties pursuant to this Agreement, the Retention Holder Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder ; (vii) the Borrower has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Borrower that include a description of collateral covering such Conveyed Collateral other than any financing statement (A) relating to the security interest granted to the Trustee on behalf of the Secured Parties under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or released as prior to such Conveyed Collateral. The Retention Holder the date hereof; (viii) the Borrower is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Borrower; (viiix) On or prior other than in the case of Pre-Positioned Loans and Noteless Loans (and subject to the Closing Date (with respect to the Initial Collateral ObligationsSections 3.2(f), 4.1(u)(x), 5.3(a) and within five (57.10(a) Business Days after in the related Settlement Date (with respect to any Subsequent Conveyed Collateralcase of Pre-Positioned Loans), copies (all original executed Underlying Notes that constitute or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents evidence any Transferred Loans have been delivered to the Custodian.Trustee; (viiix) None the Borrower has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Transferred Loans (other than Noteless Loans) solely on behalf of and for the benefit of the Secured Parties; provided that notwithstanding the foregoing, with respect to any Pre-Positioned Loan (that is not a Noteless Loan) to be funded with the proceeds of an Advance, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Funding Date, that the Trustee or its bailee is holding the Underlying Note that constitutes or evidences the Loans included in the Collateral solely on behalf of the Secured Parties; and (xi) none of the Underlying Notes that constitute or evidence the Conveyed Collateral any Transferred Loans has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Borrower and the TrusteeAgent.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transferThis Agreement creates a valid, this Agreement is effective to create in favor of the Issuer a valid continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Loan Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralTrust Depositor, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Originator; (ii) Each Collateral Obligation conveyed hereunder constitutes such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by the Retention Holder Originator owns and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Loan Assets free and clear of any and all liensLien, claims claim or encumbrances created by, or attaching to property of, the Retention Holder encumbrance of any Person (other than Permitted Liens).; (iv) The Retention Holder the Originator has received all consents and approvals required by the terms of any Conveyed Collateral the Loan Assets to the conveyance sale of such Conveyed Collateral hereunder the Loan Assets under the ACAS Transfer Agreement to the Issuer.Trust Depositor; (v) The Retention Holder the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Requirements of Law in order to perfect the security interest in such Conveyed Collateral Loan Assets granted to the Issuer Trust Depositor under this Agreement to the extent perfection can be achieved by filing a financing statement.ACAS Transfer Agreement; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Retention Holder Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed CollateralLoan Assets. The Retention Holder Originator has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Originator that include a description of collateral covering such Conveyed Collateral Loan Assets other than any financing statement (1) relating to the security interest granted to the Trust Depositor under the ACAS Transfer Agreement and this Agreement, or (2) that has been terminated in its entirety or released as to such Conveyed Collateralterminated. The Retention Holder Originator is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Originator; (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), all original executed copies (or originalsof each Underlying Note, if required by any, that constitute or evidence the definition of “Required Loan Documents”) of the Required Loan Documents Assets have been delivered to the Custodian.Indenture Trustee; (viii) None of the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes Notes, if any, that constitute or evidence the Conveyed Collateral Loan Assets solely on behalf of and for the benefit of the Noteholders and the Swap Counterparties; and (ix) none of the Underlying Notes or, in the case of Noteless Loans, the Designated Loan Agreements and Loan Registers, that constitute or evidence the Loan Assets has any marks or notations indicating that it has they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to and the Indenture Trustee, as assignees of the Trust Depositor.

Security Interest. For and in consideration of the sum of ten Dollars (i$10.00) In and for other good and valuable consideration, the event that receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the conveyance by Issuers’ agreement to issue the Retention Holder Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Issuer of any Conveyed Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral is determined not to be an absolute transfer, this Agreement is effective to create with a lien in favor of the Issuer Administrative Agent, on behalf of the Fronting Bank, the LC Administrator and the Lenders, and grants to the Administrative Agent a valid and continuing security interest (as defined in the UCCPledged Collateral, in each case to secure the punctual payment and performance of all the Obligations. The Borrower covenants and agrees that (i) in all with respect to the Pledged Collateral consisting of the rightSecurities Account, title the property held therein and interest any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of the Retention Holder in, to and under such Conveyed Collaterala Notice of Exclusive Control, which security interest is perfected notice shall not be given unless an Event of Default has occurred and is prior continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to all other liens (other than Permitted Liens), cause the Administrative Agent to have sole and is enforceable as exclusive control over such against, all creditors of and purchasers from the Retention Holder. Pledged Collateral; (ii) Each with respect to the Pledged Collateral Obligation conveyed hereunder constitutes consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and the Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or is evidenced by a Financial Asset, an Instrument, a Certificated Security direct the transfer of any or a general intangible (as defined all credit balances at any time in the UCC). Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) Upon the conveyance by the Retention Holder to the Issuer it shall not sell, transfer, assign, or otherwise dispose of any Conveyed of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to this Agreement or any Subsequent Transfer Agreement§4.7(b) and provided that, after giving effect to such substitutions, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, Borrower is in compliance with the Retention Holder (other than Permitted Liens). covenant contained in §6.8; (iv) The Retention Holder has received it shall do or cause to be done all consents things necessary to preserve and approvals required by keep in full force and effect the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the perfected first priority security interest in such Conveyed the Pledged Collateral granted to the Issuer under this Agreement Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the extent perfection can be achieved existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by filing a financing statement. operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) Other than it shall not take any action or omit to take any action that would result in the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware termination of the filing Control Agreement without the prior consent of any judgment, employee benefit or tax lien filings against it. the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) Deposit Account and within five (5) Business Days after the related Settlement Date (with respect Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any Subsequent Conveyed Collateral), copies (margin or originals, if required by other credit to or for the definition of “Required Loan Documents”) benefit of the Required Loan Documents have been delivered to the CustodianBorrower. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In As security for the event that prompt payment and performance of all of its Obligations, the conveyance by the Retention Holder Borrower hereby assigns and pledges to the Issuer Lender, and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the interests of any Conveyed Collateral is determined not ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to be an absolute transferthe extent that a related Acknowledgment Agreement has been executed, this Agreement is effective to create in favor the Lender, all of the Issuer a valid Borrower’s right, title and continuing security interest (as defined in the UCC) interest, in, to, and under, whether now owned or hereafter acquired, in all of the rightfollowing, title whether now or hereafter existing and interest wherever located: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of the Retention Holder inBorrower in such Pledged Servicing Rights, to other than the Excluded Amounts and under such Conveyed CollateralExcess Yield, which security interest is perfected and is prior to all other liens (ii) the Servicing Contracts (other than Permitted Liens)the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, and is enforceable as such againstother than the Excluded Amounts, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Acknowledgement Agreements (other than Permitted Liens). the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent that a related Acknowledgement Agreement has been executed, and all rights and claims thereunder, (iv) The Retention Holder has received all consents books and approvals required by records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) (v) the Collection Account and all amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the Cash Management Account pursuant to the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Intercreditor Agreement and Cash Management Agreement, to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance applicable to the Issuer and the security interest granted Pledged Servicing Rights related solely to the Issuer pursuant ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or to this Agreementbecome due with respect to the foregoing and all proceeds of the foregoing (collectively, the Retention Holder has “Collateral”); provided that the Borrower shall not pledgedassign or pledge to the Lender, assigned, sold, granted or a grant a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety Excluded Amounts or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against itExcess Yield. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In Notwithstanding the event that intent of the conveyance by parties set forth in Section 2.2 of the Retention Holder to Sale and Servicing Agreement, the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Sale and Servicing Agreement is effective to create a valid and enforceable Lien on the Receivables and the Other Conveyed Property in favor of the Issuer Borrower. The Lien created pursuant to the Sale and Servicing Agreement (a) constitutes a valid and continuing perfected security interest (as defined in the UCC) Receivables and the Other Conveyed Property in all favor of the rightBorrower, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and (b) is prior to all other liens Liens (other than Permitted Liensthe Lien granted to the Collateral Agent under the Security Agreement), if any, on the Receivables and the Other Conveyed Property, and (c) is enforceable as such againstas against all Persons. The Security Agreement is effective to create a valid and enforceable Lien on the Collateral in favor of the Collateral Agent. The Pledge Agreement is effective to create a valid and enforceable Lien on the Pledged LLC Interests in favor of the Collateral Agent. The Lien created pursuant to the Security Agreement and the Pledge Agreement, as applicable, (a) constitutes a perfected security interest in the Collateral and the Pledged LLC Interests, as applicable, in favor of the Lenders, (b) is prior to all other Liens, if any, on the Collateral or the Pledged LLC Interests, as applicable, and (c) is enforceable as such as against all Persons. As of the Restatement Closing Date and as of each Settlement Date, all creditors financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to continue and maintain the perfection of the first priority security interest (i) of the Borrower against the Seller in the Receivables and purchasers from the Retention Holder. Other Conveyed Property and (ii) Each of the Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined Agent against the Borrower in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against itPledged LLC Interests. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In To evidence the event that purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the conveyance Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the Retention Holder to the Issuer name of any Conveyed Collateral is determined not to be an absolute transferPurchaser or its duly authorized representative, this Agreement is effective to create in favor of the Issuer a valid and first priority, continuing security interest (as defined unless a third-party lien has been consented to by Purchaser in writing prior to the UCCEffective Date) in all and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. Amount Sold; (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (all equipment and inventory as those terms are defined in Article 9 of the UCC). , as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and wherever located; (iii) Upon all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the conveyance by UCC; (iv) upon a Material Breach, the Retention Holder to the Issuer assets, business property and collateral of any Conveyed Collateral pursuant Other Business, Successor Company or Guarantor; and (v) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor, on the one hand, and Purchaser, on the other hand in writing (collectively, the “Collateral”). Merchant and Guarantor agree that any electronic signature provided for this Agreement shall be deemed fully “authenticated” under Article 9 of the UCC for purposes of creating and perfecting the foregoing security interest. M▇▇▇▇▇▇▇ hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement or (including filing a UCC-1 financing statement) at any Subsequent Transfer time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in the Collateral as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the UCC and applicable law against Merchant and/or Guarantor, including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the Issuer costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will own such Conveyed Collateral free and clear of not pledge, grant, transfer or otherwise encumber any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted its Receivables to any other person or entity until Purchaser has received the Issuer under this Agreement to the extent perfection can be achieved by filing Amount Sold, plus any assessed fees and Costs of Collection, other than in connection with a financing statementapproved by Purchaser in writing beforehand. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In As security for the event that the conveyance performance by the Retention Holder Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor Administrative Agent for its benefit and the ratable benefit of the Issuer Secured Parties, a valid and continuing security interest (as defined in the UCC) in in, all of the Borrower’s right, title and interest of the Retention Holder in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Conveyed Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Transfer and Contribution Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, which security interest is perfected and is prior in addition to all the other liens rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than Permitted Liens), and is enforceable as those expressly stated to survive such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”termination) of the Required Loan Documents have been Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Custodian. (viii) None Administrative Agent following any such termination, and at the expense of the Underlying Notes that constitute or evidence Borrower, the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or Administrative Agent shall deliver to the TrusteeBorrower written authorization for the Borrower to file UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. In order to secure: (iA) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor prompt payment of the Issuer a valid Rent and continuing security interest (as defined in the UCC) in all of the other amounts from time to time outstanding with respect hereto and to each Schedule, and the performance and observance by Lessee of all of the provisions hereof and thereof and of all of the other Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now in existence and hereafter created (as the same may be renewed, extended or modified), including (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in and lien on all of Lessee’s right, title and interest in and to all of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens following (other than Permitted Liens)whether now existing or hereafter created, and is enforceable as such againstincluding any other collateral described on any rider hereto; collectively, the “Collateral”; all creditors of and purchasers from terms used in this sentence but not otherwise defined in this Schedule or the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined Lease shall have meanings given in the UCC). ): (iii1) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lessee's Equipment financed hereunder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved this Lease is construed as a security agreement), Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished or financed by filing a financing statement. the Lessor; (vi2) Other than the conveyance all books and records pertaining to the Issuer foregoing; (4) all property of Lessee held by Lessor, including all property of every description, in the custody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the account of Lessee or as to which Lessee may have any right or power, including but not limited to cash and (5) to the extent not otherwise included, all insurance, substitutions, replacements, exchanges, accessions, proceeds and products of the foregoing, including without limitation, insurance proceeds. The collateral assignment, security interest and lien granted herein shall survive the termination, cancellation or expiration of the Lease or a particular Schedule until such time as Lessee’s obligations hereunder, thereunder and under the Lease Documents are fully and indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of granting to the Issuer pursuant to this Agreement, the Retention Holder has not pledged, assigned, sold, granted Lessor a security interest in or otherwise the Equipment. All Equipment in which an interest is conveyed any hereby shall remain in the possession of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior Lessee pursuant to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral)Lease, copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodianunless prior written consent is obtained from Lessor permitting otherwise. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (ia) In As security for the event that the conveyance performance by the Retention Holder Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Issuer of any Conveyed Collateral is determined not to be an absolute transfer, this Agreement is effective to create in favor Administrative Agent for its benefit and the ratable benefit of the Issuer Secured Parties, a valid and continuing security interest (as defined in the UCC) in in, all of the Borrower’s right, title and interest of the Retention Holder in, to and under such Conveyed all of the following, whether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Scooters, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. (ii) Each Collateral Obligation conveyed hereunder constitutes or is evidenced by a Financial Asset[reserved], an Instrument, a Certificated Security or a general intangible (as defined in the UCC). (iii) Upon all Collections, (iv) (b) ▇▇▇▇▇▇▇▇ authorizes the conveyance Administrative Agent to: (i) perfect the Administrative Agent’s security interest in the Collateral, by filing or authorizing the Retention Holder to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property filing of, at the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by expense of the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate Borrower, UCC-1 financing statements (including fixture filings) naming the Administrative Agent as secured party and describing the Collateral in a manner that the proper filing office in the appropriate jurisdictions under applicable law in order Administrative Agent reasonably determines is necessary or advisable to perfect the security interest in such Conveyed Collateral granted hereunder and (ii) to execute the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statementAccount Control Agreements. (vic) Other than At any time or from time to time upon the conveyance request of Administrative Agent, the Borrower will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent reasonably determines is necessary or advisable to the Issuer and perfect the security interest granted to hereunder. Immediately upon the Issuer pursuant to this Agreementoccurrence of the Final Payout Date, the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized Collateral shall be automatically released from the filing oflien created hereby, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral this Agreement and all obligations (other than any financing statement that has been terminated in its entirety or released as those expressly stated to survive such Conveyed Collateral. The Retention Holder is not aware of the filing of any judgment, employee benefit or tax lien filings against it. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”termination) of the Required Loan Documents have been Administrative Agent and the Lenders shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower. Upon the sale, transfer, or other disposition of any Collateral in accordance with this Agreement (including any transfer of Scooters by the Borrower to Parent pursuant to Section 8.01(s)), the Lien created hereby in favor of the Administrative Agent for the benefit of the Secured Parties in such Collateral shall be released and all rights to such Collateral shall revert to the Borrower. In furtherance of the foregoing, promptly following written request therefor by the Borrower delivered to the Custodian. (viii) None Administrative Agent following any such termination or release, and at the expense of the Underlying Notes that constitute or evidence Borrower, the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or Administrative Agent shall execute and deliver to the TrusteeBorrower UCC-3 termination statements or UCC-3 amendment statements and such other documents as the Borrower shall reasonably request to evidence such termination or release.

Security Interest. (a) The Revolving Credit Note shall be unsecured except as provided for in Section 3.1(b) below. (i) In the event that any real or personal property of the conveyance by the Retention Holder Borrower becomes subject to the Issuer a Lien (in violation of this Agreement) which is not a Permitted Lien and which Lien is not removed within thirty days of Borrower’s receipt of notice of any Conveyed Collateral is determined not Lien (and without regard to be an absolute transfer, this Agreement is effective to create in favor of the Issuer a valid and continuing security interest (as defined in the UCCany additional cure period) in all of the right, title and interest of the Retention Holder in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens), and is enforceable as such against, all creditors of and purchasers from the Retention Holder. or (ii) Each Collateral Obligation conveyed hereunder constitutes upon the occurrence of any Event of Default which has not otherwise been cured or is evidenced waived at any time, the Bank shall have the right after written notice to Comerica Bank and Bank of America, N.A. (with a copy to ▇▇▇▇▇▇▇▇) to become secured by a Financial Asset, an Instrument, a Certificated Security or a general intangible first perfected (as defined set forth below) security interest in and mortgage of all the real and personal property of the Borrower now owned or hereafter acquired or arising, and all proceeds thereof. The Borrower shall execute and deliver to the Bank such mortgages and security agreements as the Bank shall require and as are customary for a transaction of that type, covering said real and personal property in form and substance satisfactory to the Bank (the “Security Documents”), securing the foregoing obligations to the full extent permitted under applicable law. The Security Documents shall be sufficient, when notice thereof is properly filed or recorded in the UCC). (iii) Upon appropriate jurisdictions, to grant to the conveyance Bank a first perfected security interest in and lien on the Borrower’s property, subject to no prior Liens or encumbrances except as expressly permitted herein, except the equal and ratable lien, if any, to be granted pursuant to the Comerica Bank Loan Agreement and the Bank of America Loan Agreement pursuant to a parri passu intercreditor agreement among Comerica Bank, Bank of America, N.A. and the Bank, as applicable, in form and substance acceptable to the Bank, or as the Bank otherwise permits in writing. The Borrower agrees to execute or otherwise provide to the Bank any and all financing statements, modifications, and other agreements or consents required by the Retention Holder Bank now or in the future to perfect Bank’s interest in the Issuer collateral and otherwise in connection therewith. The grant of any Conveyed Collateral a lien and security interest pursuant to this Agreement or Section shall not cure any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral free and clear violation of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder (other than Permitted Liens). (iv) The Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Issuer. (v) The Retention Holder has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, any such violation shall constitute an Event of Default hereunder taking into account the Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder has not authorized the filing of, and is not aware of, any financing statements against the Retention Holder that include a description of such Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Retention Holder is not aware of the filing expiration of any judgment, employee benefit or tax lien filings against itapplicable cure period. (vii) On or prior to the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Settlement Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the Required Loan Documents have been delivered to the Custodian. (viii) None of the Underlying Notes that constitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to the Trustee.

Security Interest. (i) In the event that the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral this Agreement and each Sale Assignment is determined not to be an absolute transferconstitute a valid sale, transfer and assignment of the Purchased Assets from the Seller to the Buyer as contemplated by Section 4.1(c), this Agreement is effective to create in favor of creates, and the Issuer Seller has granted hereunder, a valid valid, continuing and continuing enforceable security interest (as defined in the applicable UCC) in all the Purchased Assets in favor of the right, title and interest of the Retention Holder in, to and under such Conveyed CollateralBuyer, which security interest is perfected and is prior to all other liens Liens (other than except for Permitted Liens), and is enforceable as such against, all against creditors of and purchasers from the Retention Holder.Seller; (ii) Each Collateral Obligation conveyed hereunder constitutes the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in “chattel paper,” within the meaning of the applicable UCC).; (iii) Upon the conveyance by Seller is the Retention Holder lawful owner of and has good and marketable title to the Issuer of any Conveyed Collateral pursuant to this Agreement or any Subsequent Transfer Agreement, the Issuer will own such Conveyed Collateral Purchased Assets free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Retention Holder Lien of any Person (other than Permitted Liens).; (iv) The Retention Holder the Seller has received all consents and approvals required by the terms of any Conveyed Collateral the Purchased Assets to the conveyance grant of such Conveyed Collateral a security interest in the Purchased Assets hereunder to the Issuer.Buyer; (v) The Retention Holder the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect the security interest in such Conveyed Collateral Purchased Assets granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement.Buyer; (vi) Other other than the conveyance to the Issuer and the security interest granted to the Issuer Buyer pursuant to this Agreement, the Retention Holder Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Retention Holder Purchased Assets; (vii) the Seller has not authorized the filing of, of and is not aware of, of any financing statements against the Retention Holder Seller that include a description of collateral covering such Conveyed Collateral Purchased Assets other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated in its entirety and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or released as prior to such Conveyed Collateral. The Retention Holder the date hereof; (viii) the Seller is not aware of the filing of any judgment, employee benefit judgment or tax lien Lien filings against it.the Seller; (viiix) On or prior other than in the case of Pre-Positioned Loans (and subject to the Closing Date (with respect to the Initial Collateral ObligationsSections 4.1(v)(x) and within five (56.2(a) Business Days after in the related Settlement Date (with respect to any Subsequent Conveyed Collateralcase of Pre-Positioned Loans), all original executed copies (of each Underlying Note that constitute or originals, if required by evidence any Loans included in the definition of “Required Loan Documents”) of the Required Loan Documents Purchased Assets have been delivered to the Custodian.Trustee; (viiix) None the Seller has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding the Underlying Notes that constitute or evidence the Loans included in the Purchased Assets solely on behalf of and for the benefit of the Buyer or its assignees; provided, however, notwithstanding the foregoing, with respect to any Pre-Positioned Loan to be funded with the proceeds of the Purchase Price, the Borrower shall have received a written acknowledgment from the Trustee (A) that the Trustee has received a faxed copy of the Underlying Note and (B) within two Business Days after such Purchase Date, that the Trustee or its bailee is holding the Underlying Note that constitute or evidence the Loans included in the Purchased Assets solely on behalf of the Buyer or its assignees; and (xi) none of the Underlying Notes that constitute or evidence the Conveyed Collateral Loans has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person other than the Issuer or in blank or to Seller and the TrusteeBuyer.