Common use of Security Interest Clause in Contracts

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, for the ratable benefit on behalf of the Lenders, and hereby grants Secured Parties; (v) 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 the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Loan Registers that constitute or evidence the Assets solely on behalf of and for the ratable benefit of the LendersSecured Parties; (ix) none of the underlying promissory notes or Loan Registers, a first priority security interest in all as applicable, that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of such Borrower’s right, title and interest in and to the Secured Parties; and (x) none of the Collateral (has been pledged or otherwise made subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultLien.

Security Interest. Each As security for the performance by the 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 assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (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 any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact that they are unenforceable or not allowable due to the existence rights and remedies of a bankruptcysecured 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, reorganization or similar proceeding involving notwithstanding that such Borrower. Notwithstanding anything to wording may be broader in scope than the contrary collateral described in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Agreement. Immediately upon the occurrence of an Event the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Defaultthe 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 Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower 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. Each Borrower hereby assigns and pledges (i) In the event that the transfer by the Transferor to the Administrative AgentRetention Holder of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Retention Holder a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest of the 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 Transferor. (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) 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 of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Retention Holder will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens). (iv) The 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 foregoing terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the Retention Holder. (v) The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or hereinafter-described 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 (including, without limitation, proceeds that constitute property of granted to the types described herein) and, Retention Holder under this Agreement to the extent not otherwise included, all policies of insurance on perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the Retention Holder and the security interest granted to the Retention Holder pursuant to this Agreement (and any property security interest therein which will be released contemporaneously with the conveyance of such Borrower Conveyed Collateral hereunder), the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Transferor has not authorized the filing of, and all payments and proceeds is not aware of, any financing statements against the 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 such insurance (whether financing statement that has been, or not that at the Administrative Agent is the loss payee thereof, for the ratable benefit time of the Lenders)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 filed to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. The Transferor is not aware of the filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it. (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to the Initial Collateral Obligations) and within ten (10) 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 foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian. (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 or the Issuer or in blank or to the Administrative Agent and Collateral Trustee or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the Lenders but for prior holder(s) thereof, if any, evidenced in the fact that they are unenforceable chain of endorsements in blank or not allowable due to the existence of a bankruptcyCollateral Trustee, reorganization or similar proceeding involving such Borrower. Notwithstanding anything subject to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 2.5.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 Custodian); (iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, for the ratable benefit on behalf of the Lenders, and hereby grants Secured Parties; (v) 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 the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Loan Registers that constitute or evidence the Assets and any tangible chattel paper, if applicable, in each case solely on behalf of and for the ratable benefit of the LendersSecured 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 they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a first priority security interest 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 all a “securities account” within the meaning of such Borrower’s rightthe UCC that is maintained in the name of, title and interest in 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 (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofState 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 ratable benefit of the Lenders), or Secured Parties and (2) any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Asset comprising certificated securities within the meaning of the foregoing UCC, such Assets have been delivered to the Collateral all cash proceeds Custodian and indorsed in blank to the Collateral Custodian solely on behalf of and for the benefit of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSecured Parties.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 “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) the Seller owns and has good and marketable title to the Administrative AgentSale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser; (v) 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 of the Purchaser in that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Trustee, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the ratable benefit of the Lenders, and hereby grants to Secured Parties; provided that the Administrative Agent, for the ratable benefit acknowledgement of the Lenders, a first priority security interest Collateral Custodian set forth in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all Section 12.11 of the foregoing Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or hereinafter-described Collateral (includingLoan Asset Registers, without limitationas applicable, proceeds that constitute property or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee, on behalf of the types described hereinSecured Parties; (x) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 foregoing Collateral all cash proceeds Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Collateral; and all books of account and recordsSecured Parties, including all computer software relating thereto. This Agreement secures or in blank by an effective Indorsement or has been registered in the payment of all Obligations name of the Borrowers now or hereafter existing or arising. Without limiting Trustee, for the generality benefit of the foregoingSecured Parties, this Agreement secures upon original issue or registration or transfer by the payment Borrower of all amounts such certificated security; and (xi) with respect to any Sale Portfolio that constitute part constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Obligations and would be owed by each Borrower to Secured Parties, as the Administrative Agent and any registered owner of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the transfer by the Depositor to the Administrative AgentIssuer of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Issuer a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest of the 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 Depositor; (ii) Each Collateral Obligation transferred hereunder constitutes or is evidenced by a Financial Asset, an Instrument, a Certificated Security or a general intangible (as defined in and the UCC); (iii) Upon the transfer by the Depositor to the Issuer of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Issuer will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens); (iv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the foregoing or hereinafter-described conveyance of such Conveyed Collateral hereunder to the Depositor; (including, without limitation, proceeds that constitute property v) The Depositor has caused the filing of all appropriate financing statements in the types described herein) and, 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 Depositor has not pledged, assigned, sold, granted a security interest in or otherwise included, all policies of insurance on conveyed any property of such Borrower Conveyed Collateral. The Depositor has not authorized the filing of, and all payments and proceeds under is not aware of, any financing statements against the Depositor that include a description of such insurance (whether or Conveyed Collateral other than any financing statement that has been terminated. The Depositor is not the Administrative Agent is the loss payee thereof, for the ratable benefit aware of the Lenders)filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it; (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to any the Initial Collateral Obligations) and within five Business Days after the related Transfer Date (with respect to the Additional Collateral Obligations), copies (or originals, if required by the definition of “Required Loan Documents”) of the foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian; and (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrustee.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges to continuing security interest (as defined in the Administrative Agent, for the ratable benefit applicable UCC) in favor of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest Issuer in all of such Borrower’s right, title and interest of Originator in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) the Loans, along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has, and upon the sale and transfer thereof by the Originator to the Collateral Issuer, the Issuer will have, good and marketable title to the Loan Assets free and clear of any Lien (subject other than Permitted Liens), claim or encumbrance of any Person; (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to Liens permitted by the sale of the Loan Assets hereunder to the Issuer; (v) the Originator 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 the Loan Assets granted to the Issuer under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Originator has not otherwise includedpledged, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofassigned, for the ratable benefit of the Lenders)sold, or any indemnity warranty or guaranty payable by reason of loss or damage to granted a security interest in or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under conveyed any of the Loan DocumentsAssets. The Originator has not authorized the filing of and is not aware of any financing statements naming the Originator as debtor that include a description of collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted by the Originator under this Agreement, or (iiB) no Borrower that has been terminated or Subsidiary shall be required to pledge, directly for which a release or indirectly, more than 65% partial release has been filed. The Originator is not aware of the stock filing of any CFCjudgment or tax Lien filings against the Originator; (vii) each Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to the Trustee in accordance with Section 2.09; (viii) the Originator has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding, in accordance with Section 2.09, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Noteholders; and (iiiix) no security interestnone of the Underlying Notes that constitute or evidence any Loan Assets has any marks or notations indicating that they have been pledged, pledge assigned or assignment shall attach otherwise conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultIssuer and the Trustee.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Assets in favor of the Buyer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or “accounts” (each as defined in the applicable UCC); (iii) Fair, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ collectively own and have good and marketable title to the Administrative AgentSale Assets free and clear of any Lien of any Person (other than the Liens created by this Agreement); (iv) the Seller has received all consents and approvals required by the terms of any Receivable, for the ratable benefit of the Lendersif any, and hereby grants to the Administrative Agent, for the ratable benefit sale and granting of the Lenders, a first priority security interest in the Sale Assets hereunder to the Buyer; (v) all of such Borrower’s right, title and appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership or security interest in the Receivables and to in the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) andSale Assets, to the extent that ownership or a security interest in such other Sale Assets may be perfected by the filing of a financing statement; (vi) other than the security interest granted to the Buyer, the Seller has not otherwise includedpledged, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofassigned, for the ratable benefit of the Lenders)sold, or any indemnity warranty or guaranty payable by reason of loss or damage to granted a security interest in or otherwise with respect to conveyed any of the foregoing Collateral all cash proceeds Sale Assets. The Seller has not authorized the filing of and is not aware of any financing statements against the Collateral; and all books of account and records, including all computer software Seller that include a collateral description covering the Sale Assets other than any financing statement (A) relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any ownership of the Lenders but for the fact that they are unenforceable or not allowable due security interest granted to the existence of a bankruptcyBuyer under this Agreement, reorganization or similar proceeding involving such Borrower. Notwithstanding anything (B) that has been terminated and/or fully and validly assigned to the contrary in this Agreement Buyer on or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence Closing Date. The Seller is not aware of an Event the filing of Defaultany judgment or tax lien filings against the Seller; (vii) all original executed copies of each instrument that constitutes or evidences each Receivable have been delivered to the Buyer, and copies thereof have been delivered to the Servicer; and (viii) none of the Underlying Instruments that constitute or evidence the Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer.

Security Interest. Each (i) this Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured 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 creditors of and purchasers from the Borrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability; (ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower hereby assigns 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 Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and pledges the Servicer may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities 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 Lien of any Person (other than Permitted Liens); (viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties; (ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and hereby grants the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to conveyed any of the foregoing Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral all cash proceeds of the Collateral; other than any financing statement that has been terminated and/or fully and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower validly assigned to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable on or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence date hereof or reflecting the Liens granted hereunder. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the 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 Event effective Indorsement or has been registered in the name of Defaultthe 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 Collateral has been secured in favor of the Administrative Agent, as agent for the Secured Parties.

Security Interest. Each Borrower hereby assigns and pledges (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 Administrative Agent, PPSA. (b) In consideration for the ratable benefit CaaS Supplies provided to you under these General Terms, you agree: (i) That these General Terms create a security interest and a purchase money security interest (PMSI) in the CaaS Equipment and the proceeds of the Lenderssale of such CaaS Equipment; (ii) to keep all CaaS Equipment free and ensure all CaaS Equipment are kept free of any charge, lien or security interest except as created under these Terms, and hereby grants to not otherwise deal with the Administrative Agent, for CaaS Equipment in a way that will or may prejudice any rights of JET Charge under these General Terms or the ratable benefit of the Lenders, PPSA; and (iii) that JET Charge is a first priority secured party and can register its interest on any applicable security interest in all register. Any costs and expenses associated with JET Charge’s protection of such Borrower’s rightits security interest will be a debt due and owing by the Customer. (c) If JET Charge has cause to exercise any of its rights under the PPSA, title the Customer authorises JET Charge to enter any premises or property without notice and interest in and to the Collateral (subject to Liens permitted by this Agreement without liability for trespass or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, damage to the extent not otherwise includedreasonably necessary to exercise such rights, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower save to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable extent caused by our or not allowable due to the existence of a bankruptcyour employees, reorganization officers, agents or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement contractors’ fraud, negligence or in any Loan Document, wilful misconduct. (d) The Customer waives its right: (i) no Subsidiary to receive a copy of any financing statement, financing change statement or verification statement that is a CFCor may be registered, issued or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge received at any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, time; and (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% under such sections of the stock PPSA as are able to be waived or excluded by agreement, including the following sections of any CFC, and the PPSA: section 95 (iiinotice of removal of an accession) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence extent that it requires the secured party to give a notice to the grantor; section 96 (when a grantor may retain an accession); section 123 (right to seize collateral); section 125 (obligation to dispose of an Event or retain collateral); section 126 (apparent possession); section 128 (secured party may dispose of Defaultcollateral); section 129 (disposal by purchase); section 130 (notice of disposal) to the extent that it requires the secured party to give notice to the grantor; paragraph 132(3)(d) (contents 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 section 143 (reinstatement of security agreement).

Security Interest. Each (i) This Agreement creates a valid, continuing and enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Trustee on behalf of the Secured Parties which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; (ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Borrower hereby assigns is the lawful owner of and pledges has good and marketable title to the Administrative Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); (iv) the Borrower has received all consents and approvals required by the terms of the Collateral to the grant of a security interest in the Collateral hereunder to the Agent, on behalf of the Second Parties; (v) the Borrower 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 Collateral granted to the Trustee on behalf of the Secured Parties under this Agreement; (vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such 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 and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), (4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or evidence any Transferred Loans have been delivered to the Trustee; (x) 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 ratable benefit of the LendersSecured Parties; provided, and hereby grants to however, notwithstanding the Administrative Agentforegoing, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 foregoing 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 all cash proceeds solely on behalf of the CollateralSecured Parties; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations and (xi) none of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower to the Administrative Agent and Transferred Loans has any of the Lenders but for the fact marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyit has been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBorrower and the Agent.

Security Interest. Each Borrower hereby assigns To secure the prompt payment and pledges performance to the Administrative Agent, for the ratable benefit Lender of all of the LendersObligations, and each Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority continuing security interest in the Collateral. 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 avoidance of doubt, 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 rightbusiness, title 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 interest 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 (subject to Liens permitted by this Agreement or any interest therein other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultPermitted Liens.

Security Interest. Each Borrower hereby assigns and pledges (i) As described in Section 2.05 hereof, it is the intention of the parties hereto that the conveyance of the Collateral to the Administrative AgentBuyer be, for and be construed as, an absolute sale without recourse. If, however, notwithstanding the ratable benefit intention of the Lendersparties, such conveyance is determined for any reason not to be an absolute sale, this Agreement creates a valid and hereby grants to continuing security interest (as defined in the Administrative Agent, for the ratable benefit applicable UCC) in favor of the Lenders, a first priority security interest Buyer in all of such Borrower’s right, title and interest in of the Seller in, to and under the Collateral Loans, which security interest shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the Collateral Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (subject iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to Liens permitted by this Agreement or the Buyer, the Buyer will have good and marketable title to such Collateral Loans free and clear of any Lien (other Loan Documentthan Permitted Liens), whether now owned claim or hereafter acquired by such Borrower, including all proceeds encumbrance of any Person; (iv) the Seller has received all consents and all approvals required by the terms of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property Loans to the sale of the types described hereinCollateral Loans hereunder to the Buyer (except (A) and, to the extent not otherwise includedthat 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, all policies in the case of insurance on any property of such Borrower and all payments and proceeds under clause (B), for any such insurance (whether agents’ consents where the Seller or not the Administrative Agent any of its Affiliates is the loss payee thereofagent which the Seller has or will obtain)); (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral Loans granted to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Buyer pursuant to this Agreement, for the ratable benefit Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Lenders)Collateral Loans. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any indemnity warranty judgment or guaranty payable by reason of loss or damage to or otherwise tax Lien filings against the Seller; (vii) except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Collateral Loans have been delivered in accordance with the Credit Agreement by the Seller at the direction of the foregoing Collateral all cash proceeds Buyer as required under the Credit Agreement; and (viii) none of the Collateral; and all books of account and recordspromissory notes, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingif any, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and or evidence any of the Lenders but for the fact Collateral Loans has any marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyhave been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBuyer.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor; (v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (vii) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (viii) 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 ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (ix) none of the LendersUnderlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, a first priority security interest in all of such Borrower’s rightassigned or otherwise conveyed to any Person other than the Issuer and the Indenture Trustee, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Purchased Collateral in favor of the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 Article 9 of the UCC of all applicable jurisdictions; (iii) the Seller owns and has good and marketable title to the Purchased Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties; (v) 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 the Purchased Collateral granted hereunder to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties; (vi) other than the security interest granted to the Buyer and the Administrative Agent as assignee on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Purchased Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the 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. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Loan Registers that constitute or evidence the 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 they have been pledged, assigned or otherwise conveyed to any Person other than the 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 ratable 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 LendersSecured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, and hereby grants such Assets have been delivered to the Administrative Agent, Collateral Custodian and indorsed in blank to the Collateral Custodian solely on behalf of and for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSecured Parties.

Security Interest. Each Borrower hereby assigns Notwithstanding the intent of the parties set forth in Section 2.2 of the Sale and pledges Servicing Agreement, the 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 Borrower. The Lien created pursuant to the Administrative Sale and Servicing Agreement (a) constitutes a perfected security interest in the Receivables and the Other Conveyed Property in favor of the Borrower, (b) is prior to all other Liens (other than the 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 as 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, for as applicable, (a) constitutes a perfected security interest in the ratable benefit 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 hereby grants to the Administrative Agent, for the ratable benefit (c) is enforceable as such as against all Persons. As of the LendersRestatement Closing Date and as of each Settlement Date, a all 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 in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of Borrower against the obligations of Seller in the Borrowers under any of the Loan Documents, Receivables and Other Conveyed Property and (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, Collateral Agent against the Borrower in the Collateral and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultPledged LLC Interests.

Security Interest. Each Borrower To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby assigns and pledges grant to Purchaser, in the Administrative Agent, for the ratable benefit name of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersPurchaser or its duly authorized representative, a first priority priority, continuing security interest (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) 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) all “proceeds” of such property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the UCC; (iv) upon a Material Breach, the assets, business property and collateral of any 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 (including filing a UCC-1 financing statement) at any 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 costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will not pledge, grant, transfer or otherwise encumber any security interest in all of such Borrower’s right, title and interest in and its Receivables to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)person or entity until Purchaser has received the Amount Sold, whether now owned or hereafter acquired plus any assessed fees and Costs of Collection, other than in connection with a financing approved by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Purchaser in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultwriting beforehand.

Security Interest. Each Borrower hereby assigns This Agreement creates a valid and pledges to continuing security interest (as defined in the applicable UCC) in favor of the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties, in the Collateral, which is enforceable in accordance with Applicable Law, is prior to all other Liens and hereby grants to is enforceable as such against creditors of and purchasers from the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral . All filings (including, without limitation, proceeds that constitute property such UCC filings) as are necessary in any jurisdiction to perfect the interest of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit on behalf of the LendersSecured Parties, in the Collateral have been made and are effective or will be made on the Effective Date. (i) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (ii) the Collateral is comprised of “instruments”, “general intangibles”, “deposit accounts”, “investment property”, “chattel paper” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(n), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise . (iii) with respect to any Collateral that constitutes “deposit accounts” or “securities accounts” as defined in Sections 9-102 and 8-501(a), respectively, of the foregoing Collateral UCC as in effect from time-to-time in the State of New York: (1) the Borrower has taken all cash proceeds steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the CollateralUCC as in effect from time-to-time in the State of New York) with respect to the Collection Account, the Operating Account and the Funding Account; and (2) none of the Collection Account, the Operating Account or the Funding Account is in the name of any Person other than the Borrower, and each of the Collection Account, the Operating Account and the Funding Account is subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of the Collection Account, and the depository of the Operating Account or the Funding Account, to comply with the instructions of any Person other than the Administrative Agent. (iv) Each of the Collection Account and the Funding Account constitutes a “securities account” as defined in Section 8‑501(a) of the UCC as in effect from time-to-time in the State of New York, and the Operating Account constitutes a “deposit account” as defined in Section 9-102(a) of the UCC as in effect from time-to-time in the State of New York. (v) The Borrower has received all books consents and approvals required by the terms of any Loan to the granting of a security interest in the Collateral hereunder to the Administrative Agent, on behalf of the Secured Parties. (vi) Upon the delivery to the Collateral Custodian of all Collateral constituting “instruments”, “chattel paper” 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 records, including all computer software relating thereto. This Agreement secures the payment of all Obligations filing of the Borrowers now or hereafter existing or arising. Without limiting financing statements in the generality jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the foregoingCollateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York. (vii) All original executed copies of each underlying promissory note (or, this Agreement secures in the payment case of all amounts Equipment Finance Loans, the original executed copies of each underlying Contract) that constitute part or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian. (viii) None of the Obligations and would be owed by each Borrower underlying promissory notes (or, in the case of Equipment Finance Loans, the underlying Contracts) that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent on behalf of the Secured Parties. (ix) 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 Administrative Agent and any or in blank by an effective Indorsement or has been registered in the name of the Lenders but for Administrative Agent upon original issue or registration of transfer by the fact that they are unenforceable or not allowable due to the existence Borrower of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultcertificated security.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor; (v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (vii) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (viii) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (ix) none of the LendersUnderlying Notes or, a first priority security interest in all the case of such Borrower’s rightNoteless Loans, title the Designated Loan Agreements and interest in Loan Registers, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Indenture Trustee, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit prompt, complete and indefeasible payment when due (whether on the payment dates or otherwise) of all the LendersBorrower’s obligations under this Note (whether now existing or hereafter arising), and hereby each Obligor grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in all of such BorrowerObligor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), following personal Property whether now owned or hereafter acquired by such Borrower(collectively, including all proceeds 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 capital stock of any foreign Subsidiary); (g) Deposit Accounts; (h) Cash; (i) Goods, and all other tangible and intangible personal Property of the foregoing such Obligor whether now or hereinafter-described Collateral (includinghereafter owned or existing, without limitationleased, proceeds that constitute property of the types described herein) consigned by or to, or acquired by, such Obligor and wherever located; and, to the extent not otherwise included, all policies proceeds of insurance each of the foregoing and all accessions to, substitutions and 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 exist on any property its Intellectual Property (other than Permitted Liens) without the prior written consent of Lender. The Collateral shall include all proceeds from the sale of all Intellectual Property outside the ordinary course of business and all other rights arising out of Intellectual Property, excluding the Intellectual Property itself. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the proceeds from the sale of such Borrower Intellectual Property, at the time of a sale, then the Collateral shall automatically, and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit effective as of the Lenders)date of this Agreement, or include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the sales proceeds of Intellectual Property. (b) 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 indemnity warranty or guaranty payable by reason items of loss or damage classes of Collateral referred to or otherwise 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 (i) cause any deposit account control agreements in effect with respect to any of Borrower’s Deposit Accounts to be amended on terms reasonably satisfactory to the foregoing Collateral all cash proceeds Lender to provide that Lender shall have “control” (within the meaning of Section 9-104(a) of the Collateral; New York Uniform Commercial Code) over such Deposit Accounts effective after the Hercules LSA has been paid in full, and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall cause insurance certificates to be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior issued to the occurrence of an Event of DefaultLender in accordance with Section 16(b).

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the transfer by the Transferor to the Administrative AgentU.S. Retention Holder of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, U.S. Retention Holder a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest of the 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 Transferor. (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) 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 of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the U.S. Retention Holder will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Transferor (other than Permitted Liens). (iv) The 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 foregoing terms of any Conveyed Collateral to the conveyance of such Conveyed Collateral hereunder to the U.S. Retention Holder. (v) The Transferor, at the time of and before giving effect to each conveyance of Conveyed Collateral hereunder, has caused or hereinafter-described 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 (including, without limitation, proceeds that constitute property of granted to the types described herein) and, U.S. Retention Holder under this Agreement to the extent not otherwise included, all policies of insurance on perfection can be achieved by filing a financing statement. (vi) Other than the conveyance to the U.S. Retention Holder and the security interest granted to the U.S. Retention Holder pursuant to this Agreement (and any property security interest therein which will be released contemporaneously with the conveyance of such Borrower Conveyed Collateral hereunder), the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Conveyed Collateral. The Transferor has not authorized the filing of, and all payments and proceeds is not aware of, any financing statements against the 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 such insurance (whether financing statement that has been, or not that at the Administrative Agent is the loss payee thereof, for the ratable benefit time of the Lenders)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 filed to perfect a security interest which will be released contemporaneously with the conveyance of such Conveyed Collateral hereunder. The Transferor is not aware of the filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it. (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to the Initial Collateral Obligations) and within ten (10) 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 foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian. (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 Administrative Agent and Trustee or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the Lenders but for prior holder(s) thereof, if any, evidenced in the fact that they are unenforceable chain of endorsements in blank or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrustee.

Security Interest. Each Borrower hereby assigns and pledges Subject to the Administrative AgentCollateral Sharing Agreement: (a) Effective from and after the Closing, for the ratable benefit of the Lenders, and Seller hereby grants to the Administrative Agent, for Buyer to secure the ratable benefit payment and performance in full of all of the LendersSeller’s obligations under this Agreement, including the payment of past and future Participation Payments and if applicable, the NPV Value, a first priority continuing security interest in all of such Borrower’s rightthe Collateral, title and interest in and to including the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Product Collateral, wherever located, whether now owned or hereafter acquired by such Borroweror arising, including and all proceeds of any 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) the Buyer’s Lien in all of the foregoing Released Collateral shall be released without any further action of any party and (ii) subject to Section 1.5(c), 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 hereby authorizes the Seller (or hereinafter-described any agent of the Seller) to prepare and file, at any time within [ * ] Business Days following the Loan Repayment, all documents and take all other actions reasonably requested by the Seller to evidence the release of Buyer’s Lien on the Released Collateral. (c) Upon the earlier of (i) the occurrence of a Seller Lien Release Triggering Event or (ii) the occurrence of an Acquiror Lien Release Triggering Event, the Buyer’s Lien in all of the Collateral (or, if either (i) or (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 the Seller to evidence the release of the Buyer’s Lien on the Collateral (or, if either (i) or (ii) in this Section 1.5(c) occurs after the Loan Repayment, to evidence the release of the Buyer’s Lien in all of the Product 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, proceeds that constitute property 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 types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower Collateral Sharing Agreement. In addition and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without without limiting the generality of 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 secures for a repurchase price equal to the payment of all amounts that constitute part then net present value of the Obligations and would Payment Stream (the “NPV Value”). The NPV Termination Offer shall be owed deemed to have been accepted by each Borrower the Buyer as of the Mandatory Repurchase Offer Date unless, within [ * ] days following such date, the Buyer shall have delivered written notice to the Administrative Agent and any of Seller declining the Lenders but for NPV Termination Offer. If the fact that they are unenforceable or Buyer shall not allowable due have so declined the NPV Termination Offer, the Seller shall pay the NPV Value to the existence 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 a bankruptcyany kind whatsoever by the Buyer, reorganization or similar proceeding involving such Borrowerin its capacity as seller under the foregoing repurchase. Notwithstanding anything to The parties hereto agree that the contrary in this Agreement or in any Loan Document, NPV Value shall be determined based upon (i) no Subsidiary that is a CFCan [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or that is owned 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 whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documentseffect, (ii) no Borrower or Subsidiary shall be required the [ * ] of [ * ] and as [ * ] to pledge, directly or indirectly, more than 65% of the stock of any CFC[ * ], and (iii) no [ * ] in the [ * ] for [ * ]. The Seller shall, [ * ] of [ * ] of the [ * ] by the [ * ], deliver a confidential copy of such [ * ] to Buyer for the sole purpose of documenting the NPV Value. (e) The Seller hereby authorizes the Buyer to file financing statements or take any other action required to perfect the Buyer’s security interestinterests (i) in the Collateral other than the Product Collateral, pledge or assignment shall attach to at any Excluded time during which the Collateral prior Sharing Agreement remains in effect, with notice to the occurrence Seller, or (ii) in the Product Collateral, at any time following the first Marketing Approval of an Event the Product; in either case, in all appropriate jurisdictions to perfect or protect the Buyer’s interest or rights hereunder, including a notice that any disposition of Defaultthe Collateral, except to the extent permitted by the terms of this Agreement, by the Seller, or any other Person, shall be deemed to violate the rights of the Buyer under the Code. The Seller further agrees to procure, deliver or execute and deliver to the 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 Buyer, to perfect or protect the Buyer’s security interests in the Collateral in accordance with this Section 1.5(e).

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 hereby assigns has the right and pledges power to grant the security interests in the Collateral to the Administrative Agent, for the ratable benefit of the LendersParent, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such each Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds sole and complete owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations free from any Lien other than (i) Liens in favor of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part Parent in respect of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documentshereunder, (ii) no Borrower statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or Subsidiary shall be required to pledge, directly or indirectly, more than 65% for which there are adequate reserves on the financial statements of the stock of any CFCBorrowers (if such reserves are required pursuant to GAAP), and (iii) no security interestinchoate mechanics’ and materialmen’s Liens for construction in progress, pledge (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of any Borrower, (v) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or assignment shall attach otherwise are typical for the applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to any Excluded Collateral prior materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (vi) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (vii) Liens reflected in the Company SEC Reports, (viii) the Lien described on Section 5.17 of the Company Disclosure Schedule to the occurrence Merger Agreement and (ix) Liens (x) of an Event of Default.a collection bank arising under Section

Security Interest. Each (i) this Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured 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 creditors of and purchasers from the Borrower, except as may be limited by Insolvency Laws or by equitable principles relating to enforceability; (ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of "instruments", "general intangibles", "certificated securities", "security entitlements", "uncertificated securities", "deposit accounts", "securities accounts", "investment property" and "proceeds" (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower hereby assigns 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 Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and pledges the Servicer may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities 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 Lien of any Person (other than Permitted Liens); (viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties; (ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower's jurisdiction of organization; (x) upon the delivery to the Collateral Custodian of all Collateral constituting "instruments" and "certificated securities" (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian's Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and hereby grants the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to conveyed any of the foregoing Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral all cash proceeds of the Collateral; other than any financing statement that has been terminated and/or fully and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower validly assigned to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable on or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence date hereof or reflecting the Liens granted hereunder. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the 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 Event effective Indorsement or has been registered in the name of Defaultthe 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 Collateral has been secured in favor of the Administrative Agent, as agent for the Secured Parties.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Asset, along with the related Asset Files, constitute a “general intangible,” an “instrument,” an “account,” or “chattel paper” within the meaning of the applicable UCC; (iii) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Asset to the sale and granting of a security interest in the Assets hereunder to the Administrative Agent, for the ratable benefit on behalf of the Lenders, and hereby grants Secured Parties; (v) 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 the Collateral granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Loan Registers that constitute or evidence the Assets solely on behalf of and for the ratable benefit of the LendersSecured Parties provided, a first priority security interest in all of such Borrower’s righthowever, title and interest in and to notwithstanding the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)foregoing, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 foregoing applicable underlying promissory note or Loan Register, as applicable and (B) within two Business Days after such Funding Date, that the Collateral all cash proceeds 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 Collateral; and all books of account and recordsunderlying promissory notes or Loan Registers, including all computer software relating thereto. This Agreement secures as applicable, that constitute or evidence the payment of all Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.Secured Parties; and

Security Interest. Each Borrower hereby assigns and pledges To secure the prompt payment of all of each Debtor's Obligations (as defined in the Loan Agreement referred to below) to the Administrative AgentSecured Party, for under that certain Loan Agreement between the ratable benefit 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 Lendersother Loan Documents (as defined in the Loan Agreement), and each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a continuing first priority lien and security interest in and right of setoff against all of such Borrower’s rightDebtor'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 following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as custodian (the "Custodian"): the Fund trust accounts specified in Exhibit A, attached hereto and made a part hereof in the name of the Debtor (collectively the "Securities Account"), together with all of such Debtor's rights, title and interest in and to all securities and financial assets (as such terms are defined in Article 8 of the Collateral UCC) therein and all principal, interest, distributions, dividends (subject to Liens permitted by this Agreement whether cash or any other Loan Documentstock), whether now owned income, earnings, cash and other rights at any time received or hereafter acquired by such Borrowerreceivable or otherwise distributed in respect of or in exchange therefor, including and all additions to, all replacements of, all substitutions for, and all proceeds of any and or all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing being sometimes collectively referred to herein as the "Collateral" of such Debtor). The Secured Party may also prepare and file on behalf of Debtors appropriate UCC-1 financing statements evidencing the Secured Party's interest in the Collateral all cash proceeds under Article 9 of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower (a) As general and continuing collateral security for the due payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations, each Grantor hereby mortgages, charges and assigns and pledges to the Administrative Collateral Agent, and grants to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, and hereby grants a security interest (the “Security Interest”) in, the Collateral. (b) The grant of any Security Interest in respect of the Collateral shall not include with respect to any Grantor, any item of property to the Administrative Agent, for extent the ratable benefit grant by such Grantor of the Lenders, a first priority security interest pursuant to this Agreement in all of such BorrowerGrantor’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 enforceable right to terminate its obligations with respect to such item of property and provided, further, that the limitation in the foregoing proviso shall not affect, limit, restrict or impair the grant by any Grantor of a security interest pursuant to this Agreement in any money or other amounts due or to become due under any Account, contract, agreement or General Intangible. In addition, the 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 during the continuance of an Event of Default, will 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, that the Grantor has rights in the Collateral (subject other than after-acquired property) and that the Grantor and the Collateral Agent have not agreed to Liens permitted postpone the time for attachment of the Security Interests created by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral. (d) Each Grantor hereby irrevocably authorizes the Collateral all cash proceeds of Agent, in accordance with, and to the Collateral; extent consistent with, the Intercreditor Agreement, at any time and all books of account from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and records, including all computer software relating amendments thereto. This Agreement secures Each Grantor also ratifies its authorization for the payment 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 all Obligations of perfecting, confirming, continuing, enforcing or protecting the Borrowers now or hereafter existing or arising. Without limiting Security Interest in and to the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed Intellectual Property granted by each Borrower to Grantor, without the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security signature of any of the Loans or any of the obligations of the Borrowers under any of the Loan DocumentsGrantor (but, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an any Event of Default or Default, the Collateral Agent shall provide notice of such filing to such Grantor), and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.

Security Interest. Each (a) The Borrower hereby unconditionally grants and assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, Lender and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, its successors and assigns a first priority continuing security interest in and security title to the Stock. The Borrower hereby delivers to the Lender all of such Borrower’s its right, title and interest in and to the Collateral Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (subject i) all obligations of the Borrower to Liens permitted the Lender hereunder, and (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 shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement or any other Loan Document)and the Borrower shall immediately deliver such shares to the Lender, whether now owned or hereafter acquired together with stock powers endorsed in blank by such the Borrower. Beneficial ownership of the Stock, including all proceeds voting, consentual and dividend rights, shall remain in the Borrower until the occurrence of any and all a Default. (b) If, prior to repayment in full of the foregoing or hereinafter-described Collateral (includingLoan, without limitation, proceeds that constitute property the aggregate book value of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more Stock becomes less than 65200% of the stock of any CFCoutstanding Loan balance, and (iii) no security interest, pledge or assignment the Borrower shall attach to any Excluded Collateral prior promptly deliver to the occurrence Lender on demand additional collateral of an Event a type and value acceptable to the Lender (and the Lender's judgment in valuing same shall be conclusive) so that the sum of Defaultthe 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 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 Section 1(b), the Lender shall release its security interest in such additional collateral upon the request of the Borrower.

Security Interest. Each Borrower hereby assigns and pledges (i) As described in Section 2.01(l) hereof, it is the intention of the parties hereto that the conveyance of the Collateral by the Seller to the Administrative AgentBuyer be, for and be construed as, an absolute sale and/or contribution without recourse. If, however, notwithstanding the ratable benefit intention of the Lendersparties, such conveyance is determined for any reason not to be an absolute sale and/or contribution, this Agreement creates a valid and hereby grants to continuing security interest (as defined in the Administrative Agent, for applicable UCC) granted by the ratable benefit Seller in favor of the Lenders, a first priority security interest Buyer in all of such Borrower’s right, title and interest of the Seller in, to and under the Collateral Loans transferred by the Seller thereto, which security interest shall be a first priority perfected security interest prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller upon execution and delivery of this Agreement, subject, as to enforcement, (A) to the effect of bankruptcy, insolvency or similar laws affecting generally the enforcement of creditors’ rights as such laws would apply in the event of any bankruptcy, receivership, insolvency or similar event applicable to the Seller and (B) to general equitable principles (whether enforceability of such principles is considered in a proceeding at law or in equity); (ii) the Collateral Loans, along with the Related Contracts, constitute “general intangibles,” “instruments,” “accounts,” “investment property” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has, and upon the sale, transfer and/or contribution thereof by the Seller to the Buyer, the Buyer will have good and marketable title to such Collateral Loans free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of the Collateral Loans to the sale and/or contribution of the Collateral Loans -13- hereunder to the 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 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 the Collateral Loans granted by the Seller to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the sale and/or contribution by the Seller to the Buyer hereunder, and the back-up security interest granted by the Seller to the Buyer, as assigned by the Buyer to the Collateral Agent for the benefit of the Secured Parties, pursuant to this Agreement, the 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 Collateral Loans will be released on or prior to the applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Loans other than any financing statement (subject A) relating to Liens permitted by the security interest granted to the Buyer under this Agreement or any other Loan Document), whether now owned (B) that has been terminated or hereafter acquired by such Borrower, including all proceeds for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any and all of judgment or tax Lien filings against the foregoing or hereinafter-described Collateral Seller; (including, without limitation, proceeds that constitute property of the types described hereinvii) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise except with respect to any Collateral Loan for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Collateral Loans sold by the Seller hereunder have been delivered by the Seller at the direction of the foregoing Collateral all cash proceeds Buyer as required under the Credit Agreement; and (viii) none of the Collateral; and all books of account and recordspromissory notes, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingif any, this Agreement secures the payment of all amounts that constitute part of or evidence any Collateral Loans sold by the Obligations and would be owed by each Borrower to the Administrative Agent and Seller hereunder has any of the Lenders but for the fact marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyhave been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBuyer.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Sale Portfolio Sold by it to the Administrative AgentPurchaser hereunder on such Purchase Date, for free and clear of any Lien (other than Permitted Liens) of any Person; (iii) the ratable benefit Seller has received all consents and approvals required by the terms of the Lendersany Loan Asset, and hereby grants to the Administrative Agent, for Sale thereof and the ratable benefit granting of the Lenders, a first priority security interest in the Loan Assets hereunder to the Purchaser; (iv) the Seller has caused the filing of all of such Borrower’s right, title and appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; and (v) other than (A) as expressly permitted by the terms of this Agreement and the Revolving Credit and Security Agreement and (B) the security interest granted to the Purchaser and the Collateral Agent, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a Lien in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (x) relating to the security interest granted to the Purchaser under this Agreement, or (y) that has been terminated and/or fully and validly assigned to the Collateral (subject to Liens permitted by this Agreement Agent on or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence date hereof. The Seller is not aware of an Event the filing of Defaultany judgment or tax lien filings against the Seller.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Issuer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Trust Depositor; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Trust Depositor owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Trust Depositor has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets hereunder to the Issuer; (v) the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Issuer under this Agreement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets; (vii) the Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such 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; (viii) the Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor; (ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (x) 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 ratable benefit of the Lenders, Securityholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (xi) none of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds Underlying Notes that constitute property of or evidence the types described herein) andLoan Assets has any marks or notations indicating that it has been pledged, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to assigned or otherwise with respect conveyed to any of Person other than the foregoing Collateral all cash proceeds of Issuer and the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultIndenture Trustee.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 “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) the Seller owns and has good and marketable title to the Administrative AgentSale Portfolio (subject to Section 10.20) Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser; (v) 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 of the Purchaser in that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement or (C) that has been terminated and/or fully and validly assigned to the Trustee on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) 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 Trustee, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Trustee, for the ratable benefit of the Lenders, and hereby grants to Secured Parties; provided that the Administrative Agent, for the ratable benefit acknowledgement of the Lenders, a first priority security interest Collateral Custodian set forth in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all Section 12.11 of the foregoing Loan and Servicing Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or hereinafter-described Collateral (includingLoan Asset Registers, without limitationas applicable, proceeds that constitute property or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee, on behalf of the types described hereinSecured Parties; (x) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 foregoing Collateral all cash proceeds Secured Parties and, if in registered form, has been specifically Indorsed to the Trustee, for the benefit of the Collateral; and all books of account and recordsSecured Parties, including all computer software relating thereto. This Agreement secures or in blank by an effective Indorsement or has been registered in the payment of all Obligations name of the Borrowers now or hereafter existing or arising. Without limiting Trustee, for the generality benefit of the foregoingSecured Parties, this Agreement secures upon original issue or registration or transfer by the payment Purchaser of all amounts such certificated security; and (xi) with respect to any Sale Portfolio that constitute part constitutes an “uncertificated security”, that the Seller shall cause the issuer of such uncertificated security to register the Trustee, on behalf of the Obligations and would be owed by each Borrower to Secured Parties, as the Administrative Agent and any registered owner of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns and pledges Subject to the Administrative Agent, for the ratable benefit superior rights of the LendersAgent and the Senior Lenders in the Collateral and subject further to the terms of the Subordination Agreement, and each Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority lien and security interest (the "SECURITY INTERESTS") in all of such Borrower’s Debtor's right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)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 Borrowerother 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, including all proceeds 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 foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of being collectively called the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders"RECEIVABLES"), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.;

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit prompt and complete payment and performance of all the LendersObligations, and Debtor hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest (subject to Priority Liens) in all of such BorrowerDebtor’s right, title interest in, to and under the Collateral described in Exhibit A. Notwithstanding the foregoing, 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 extent that the 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 and the Collateral shall attach to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of without further act on the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but Lender or Debtor. (c) Except for the fact that they are unenforceable or not allowable due to the existence of a bankruptcyPriority Liens, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, which case Lender’s security interest shall be required junior to pledge any of its assets or otherwise provide any third parties holding such Priority Liens, such security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFCinterest constitutes a valid, and (iii) no upon the filing of UCC financing statements and copyright filings with the appropriate governmental authorities, first priority, security interestinterest in the presently existing Collateral, pledge or assignment shall attach to any Excluded and will constitute a valid, security interest in Collateral prior to acquired after the occurrence of an Event of Defaultdate hereof.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Assets in favor of the Trustee, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) each Loan constitutes either a “general intangible”, an “account” or an “instrument”, within the meaning of the applicable UCC; (iii) the Seller owns and has good and marketable title to the Administrative AgentAssets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan to the transfer and granting of a security interest in such Loan hereunder to the Trustee, on behalf of the Secured Parties; (v) 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 the Loans and that portion of the Assets in which a security interest may be perfected by filing granted to the Trustee, on behalf of the Secured Parties, under this Agreement; (vi) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Assets. The Seller has not authorized the filing of and is not aware of any financing statements that include a description of 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 and/or fully and validly assigned to the Trustee on or prior to the date hereof or (D) relating to the Related Security related to a Senior Subordinated Loan or a Junior Subordinated Loan. The Seller is not aware of the filing of any judgment, ERISA or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Trustee; (viii) 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 Loan Registers that constitute or evidence the Loans solely on behalf of and for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit Secured Parties; and (ix) none of the Lendersunderlying promissory notes or Loan Registers, a first priority security interest in all of such Borrower’s rightas applicable, title and interest in and that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Trustee, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all on behalf of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSecured Parties.

Security Interest. Each Borrower 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 assigns and pledges grant, to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, 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) the Loans, including all of such Borrower’s right, title and interest in and future advances (including Authorized Funding Draws) made with respect thereto; (ii) the Loan Documents; (iii) all amounts payable to the Company under the Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Collateral (subject including Acquired Collateral, whether held by the Company directly or indirectly through an Ownership Entity) relating to Liens permitted by this Agreement the Loans; (v) all claims, suits, causes of action and any other right of the 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 Document)Documents or that is in any way based on or related to any of the foregoing, whether now owned including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or hereafter acquired in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all cash, securities and other property received or applied by such Borroweror for the account of the Company under the Loans, including all proceeds distributions received through redemption, consummation of any and all a plan of the foregoing reorganization, restructuring, liquidation or hereinafter-described Collateral (includingotherwise of a Borrower, without limitation, proceeds that constitute property of the types described herein) and, Guarantor or other obligor under or with respect to the extent not otherwise includedLoans, all policies of insurance on and any securities, interest, dividends or other property of such Borrower and all payments and proceeds under any such insurance (whether that may be distributed or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise collected with respect to any of the foregoing Collateral foregoing; (vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all cash proceeds of the Collateralamounts on deposit therein; (viii) all Ownership Entities; and (ix) any and all books distributions on, or proceeds or products of account and recordsor with respect to, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality any of the foregoing, this Agreement secures and the payment of all amounts that constitute part rights to receive such proceeds thereof (collectively, the “Secured Assets”). All of the Obligations Notes and would other Custodial Documents shall be owed held by each Borrower the Document Custodian as set forth in Section 8.01(c) (except and to the Administrative Agent and any 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 Lenders but for the fact that they are unenforceable or not allowable due Notes and other Custodial Documents with respect to the existence of a bankruptcy, reorganization or similar proceeding involving Loans until such Borrower. Notwithstanding anything time as the Company retains the Document Custodian pursuant to the contrary 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 this Agreement or such jurisdictions as the Participant deems appropriate (in any its sole and absolute discretion) with respect to the Loans, the Loan Document, Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) no Subsidiary that is a CFCfor each Loan, or that is owned an allonge, endorsed in whole or in partblank, directly or indirectlyand executed by the Company, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, and (ii) no Borrower or Subsidiary for each Loan that is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be required held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to pledge, directly effect the endorsement of a Note or indirectly, more than 65% the assignment to effect the assignment of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior 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 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 the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the Loans registered on the MERS® System and provide the results to the Participant 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. Each Borrower hereby assigns It is the intention of the parties hereto that Client's transfer of Receivables to BofA shall constitute a sale and pledges assignment, which sale and assignment shall be absolute, irrevocable and without recourse (other than with respect to the Administrative Agent, for limited repurchase obligations provided herein) and shall provide BofA with the ratable benefit full benefits of ownership of the LendersPurchased Receivables. Notwithstanding the foregoing, and hereby grants to protect BofA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the Administrative Agent, for the ratable benefit express intent of the Lendersparties, to constitute a first priority pledge rather than a sale and assignment of such Purchased Receivables, Client does hereby grant to BofA a security interest in and lien upon all of such Borrower’s Client's right, title and interest in and to the Collateral Purchased Receivables and all proceeds thereon (subject the "Collateral") to Liens permitted secure a debt (Client's return to BofA of the Purchase Price paid by this Agreement BofA for the Purchased Receivables) or any of Client's obligations to BofA under this Agreement. Client agrees to comply with all appropriate laws in order to perfect BofA's security interest in and to the Collateral, to execute any financing statements, continuations thereof, amendment thereto or additional documents as BofA may require. Client hereby authorizes BofA to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other Loan Document)instruments as BofA may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Client shall not (a) alter its corporate existence or, whether now owned in one transaction or hereafter acquired by such Borrowerin a series of transactions, including merge into or consolidate with any other entity, or sell all proceeds of any and or substantially all of the foregoing its assets, (b) change its state of incorporation or hereinafter-described Collateral formation or (includingc) change its registered corporate name, without limitationwithout, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by in each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Documentcase, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required providing 30 days prior written notice to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan DocumentsBofA, (ii) no Borrower or Subsidiary shall be required providing such information as BofA may reasonably require in order to pledge, directly or indirectly, more than 65% of the stock of allow BofA to file appropriate amendments to any CFC, previously filed financing statements and (iii) no security interest, pledge executing any such additional documents as BofA may reasonably require in order to protect its rights and remedies hereunder. The occurrence and continuation of any Event of Default shall entitle BofA to all of the default rights and remedies (without limiting the other rights and remedies exercisable by BofA either prior or assignment shall attach subsequent to any Excluded Collateral prior to the occurrence of an Event of Default) as available to a secured party under the Uniform Commercial Code in effect in any applicable jurisdiction.

Security Interest. Each (i) The Pledged Equity issued by the Borrower hereby assigns has been duly and pledges validly authorized and issued by the Borrower is fully paid and nonassessable. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings; (iii) Holdings 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 the Pledged Equity; (iv) other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens; (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) if any portion of the 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 ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all upon original issue or registration of transfer by Holdings of such Borrower’s rightcertificated security; (viii) if any portion of the Pledged Equity constitutes an “uncertificated security”, title Holdings has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security; and (ix) except as permitted pursuant to Section 5.08(f), Holdings’ location (within the meaning of Article 9 of the UCC) is Delaware. Except as permitted pursuant to Section 5.08(f), the principal place of business and interest in chief executive office of Holdings (and the location of Holdings’ records regarding the Pledged Equity (other than those delivered to the Collateral (subject Custodian pursuant to Liens permitted by this Agreement or any other Loan DocumentAgreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of ) is located at the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds address set forth under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary its name in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 11.02.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets hereunder to the Trust Depositor; (v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets; (vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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; (viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (x) 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 ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (xi) none of the LendersUnderlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, a first priority security interest in all of such Borrower’s rightassigned or otherwise conveyed to any Person other than the Issuer and the Indenture Trustee, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each Borrower hereby assigns and pledges (a) Until the Loan Repayment, the Seller shall not create, incur, assume or permit to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or exist any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance Lien on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and recordsor any Excluded Intellectual Property, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but except for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required the security interest granted to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers Buyer under any of the Loan Documentsthis Agreement, (ii) no Borrower or Subsidiary shall be required Permitted Licenses to pledge, directly or indirectly, more than 65% of the stock of any CFC, Permitted Licensees and (iii) no 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 Lien on any of the Product Collateral, except for (i) subject to Section 1.5(b) and Section 1.5(c), the security interest, pledge or assignment shall attach to any Excluded Collateral prior interest granted to the occurrence Buyer under this Agreement, (ii) Permitted Licenses to Permitted Licensees and (iii) Permitted Liens (other than Liens contemplated by clause (d) of an Permitted Liens). (c) 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 Defaultthe general details thereof (and 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 this Agreement (and subject to the terms of the Collateral Sharing Agreement), with such writing to be in form and substance reasonably satisfactory to the Buyer. (d) Until the first to occur of a Seller Lien Release Triggering Event or Acquiror Lien Release Triggering Event, the Seller shall not (i) liquidate or dissolve or (ii) without at least [ * ] days’ prior written notice to the Buyer: (A) [ * ], including [ * ] (unless such [ * ] less than [ * ] in [ * ]), (B) change its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change any organizational number (if any) assigned by its jurisdiction of organization.

Security Interest. Each Borrower hereby assigns This Assignment constitutes either: (i) a valid transfer and pledges assignment to the Administrative Agent, for the ratable benefit Trust of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Collateral Additional Accounts designated hereby, and all proceeds (subject to 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 Trust free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all under subsection 2.5(b) of the foregoing or hereinafter-described Collateral Pooling and Servicing Agreement, (including, without limitation, proceeds that constitute property y) the interest of the types described hereinholder of the Transferor Certificate and (z) andChase 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 grant of a security interest (as defined in the UCC) in such property to the extent not otherwise includedTrust, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent which is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise enforceable with respect to any existing Receivables of the foregoing Collateral all cash Additional Accounts, the proceeds of (as defined in the Collateral; UCC) thereof and all books of account and records, including all computer software Insurance Proceeds relating thereto. This Agreement secures , upon the payment conveyance of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower such Receivables to the Administrative Agent Trust, and any of the Lenders but for the fact that they are unenforceable or not allowable due which will be enforceable with respect to the existence Receivables thereafter created in respect of a bankruptcyAdditional Accounts designated hereby, reorganization or similar proceeding involving the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, creation; and (iii) no if this Assignment constitutes the grant of a security interest, pledge or assignment shall attach to any Excluded Collateral prior interest to the occurrence Trust in such property, upon the filing of an Event a financing statement described in Section 3 of Defaultthis 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 Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of 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.

Security Interest. Each Borrower hereby assigns and pledges to To secure the Administrative Agentperformance of Tenant's obligations under this Lease, for the ratable benefit of the Lenders, and Tenant hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Landlord a first priority security interest in and an express contractual lien upon all of such Borrower’s right, title and interest in and to Tenant's Property (the Collateral (subject to Liens permitted by this Agreement or any other Loan Document"Security Interest"), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent permitted by applicable law. The Security Interest shall not otherwise includedinclude any inventory sold by Tenant on consignment; i.e., inventory that has been 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 all policies of insurance on any property 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 such Borrower Landlord under this Lease and the law, including the right to judicial foreclosure, Landlord shall have all payments the rights and proceeds remedies of a secured party under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit Uniform Commercial Code of the Lenders)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, or any indemnity warranty or guaranty payable by reason and upon Tenant's written request, if no default exists hereunder, Landlord shall execute an instrument confirming such subordination. The Security Interest shall survive the termination of loss or damage this Lease if such termination results from Tenant's default. The Security Interest and related lien are in addition to or otherwise with respect to any and cumulative of the foregoing Collateral all cash proceeds Landlord's lien provided by the laws of the Collateral; and all books State of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultColorado.

Security Interest. Each Borrower hereby assigns This Assignment constitutes either: (i) a valid transfer and pledges assignment to the Administrative Agent, for the ratable benefit Trust of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Collateral Additional Accounts designated hereby, and all proceeds (subject to as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all under subsection 2.5(b) of the foregoing or hereinafter-described Collateral Pooling and Servicing Agreement, (including, without limitation, proceeds that constitute property y) the interest of the types described hereinholder of the Transferor Certificate and (z) andChase 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 the Additional Accounts in favor of the Secured Party, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the extent not otherwise includedTrust, which security interest is prior to all policies other Liens, and is enforceable against creditors of insurance on any property of such Borrower and all payments purchasers from Chase USA, and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise which will be enforceable with respect to any the Receivables thereafter created in respect of Additional Accounts designated hereby, the foregoing Collateral all cash proceeds of (as defined in the Collateral; UCC) thereof and all books of account and records, including all computer software Insurance Proceeds relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving upon such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, creation; and (iii) no if this Assignment constitutes the grant of a security interest, pledge or assignment shall attach to any Excluded Collateral prior interest to the occurrence Secured Party in such property, upon the filing of an Event a financing statement described in Section 3 of Defaultthis 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 the Receivables granted to the Secured Party hereunder. The Receivables constitute "accounts" within the meaning of the applicable UCC.

Security Interest. Each As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Administrative AgentLender, for and grants a security interest, subject and subordinate in all respects to Freddie Mac’s Superior Interest and the ratable benefit interests of ▇▇▇▇▇▇ ▇▇▇ and Freddie Mac as set forth in Section 4.02 and in the related ▇▇▇▇▇▇ ▇▇▇ Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in interest, in, to, and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)under, whether now owned or hereafter acquired by such Borroweracquired, including all proceeds of any and in all of the foregoing following, whether now or hereinafter-described Collateral hereafter existing and wherever located: (includingi) the Pledged Servicing Rights whether or not yet accrued, without limitation, proceeds that constitute property earned due or payable as well as all other present and future rights and interests of the types described hereinBorrower in such Pledged Servicing Rights, other than the Excluded Amounts and Excess Yield, (ii) andthe Servicing Contracts (other than the Freddie Mac Servicing Contract) related to the Pledged Servicing Rights and all rights and claims thereunder, other than the Excluded Amounts, (iii) the Acknowledgement Agreements (other than the Freddie Mac Acknowledgment Agreement) related to the Pledged Servicing Rights, to the extent not otherwise includedthat a related Acknowledgement Agreement has been executed, all policies of insurance on any property of such Borrower and all payments rights and proceeds under any such insurance claims thereunder, (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and iv) all books of account and 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 computer software relating thereto. This Agreement secures amounts on deposit therein, (vi) all amounts to which Lender is entitled to on deposit in the payment of all Obligations Cash Management Account pursuant to the terms of the Borrowers now Intercreditor Agreement and Cash Management Agreement, to the extent applicable to the Pledged Servicing Rights related solely to the ▇▇▇▇▇▇ ▇▇▇ Lender Contracts, and (vii) all monies due or hereafter existing or arising. Without limiting to become due with respect to the generality foregoing and all proceeds of the foregoingforegoing (collectively, this Agreement secures the payment of all amounts “Collateral”); provided that constitute part of the Obligations and would be owed by each Borrower shall not assign or pledge to the Administrative Agent and Lender, or a grant a security interest in any of the Lenders but for the fact that they are unenforceable Excluded Amounts or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultExcess Yield.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Conveyed Assets in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 “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) the Seller owns and has good and marketable title to (or with respect to assets securing any Loans, a valid security interest in) the applicable Conveyed Assets on each Purchase Date, free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan, to the Administrative conveyance thereof and the granting of a security interest in the Loans to the Purchaser; (v) the Seller has caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Conveyed Assets in which a security interest may be perfected by any filing of a UCC financing statement; provided that filings in respect of real property shall not be required; (vi) except as otherwise expressly permitted by the terms of this Agreement and the Loan Agreement and other than the security interest granted to the Purchaser and the Collateral Agent, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Conveyed Assets. The Seller has not authorized the filing of and is not aware of any UCC financing statements against the Seller that include a description of collateral covering the Conveyed Assets other than any UCC financing statement (A) relating to the security interest granted to the Purchaser under this Agreement or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each Loan Register, as applicable, that constitute or evidence each Loan have been, or subject to the delivery requirements contained in the Loan Agreement, will be delivered to the Collateral Agent; (viii) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, 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 ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the Administrative name of the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all upon original issue or registration of transfer by the Purchaser of such Borrower’s right, title and interest in and to the Collateral certificated security; and (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described hereinx) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Conveyed Asset that constitutes an “uncertificated security”, the Seller has caused the issuer of such uncertificated security to register the Collateral Agent, on behalf of the foregoing Collateral all cash proceeds Secured Parties, as the registered owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns Buyer and pledges to the Administrative AgentSellers intend, for the ratable benefit all purposes other than those described in Section 22(e), that all Transactions hereunder be sales to Buyer of the LendersPurchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan (except in the case of the grant of security interests by Sellers under clause (b) below, which shall be unconditional as of the date hereof), each Seller hereby pledges all of its right, title, and hereby interest in, to and under and grants to the Administrative Agenta lien on, for the ratable benefit of the Lenders, a first priority and security interest in (which lien and security interest shall be of first priority), all of such Borrower’s its right, title title, and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following property, whether now owned or hereafter acquired by acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such BorrowerTransaction is deemed to be a loan): (a) the Purchased Loans, including Servicing Agreements, Servicing Records, Servicing Rights, insurance relating to the Purchased Loans, all proceeds of Hedging Transactions related to the Purchased Loans, and collection and escrow accounts relating to the Purchased Loans; (b) the Cash Management Account and all monies from time to time on deposit in the Cash Management Account; (c) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) foregoing; and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower hereby assigns (i) To secure the performance and pledges to the Administrative Agent, for the ratable benefit payment of all obligations and indebtedness of the LendersBorrower under the Notes to Lender, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Lender a first priority security interest in all of such the Borrower’s rightproperty (the “Collateral”). Lender’s security interest shall be perfected by the Borrower’s execution of this Agreement and the Lender shall be authorized to file a UCC-1 financing statement in the County of Maricopa, title State of Arizona and in such other jurisdictions as may be necessary to perfect the Lender’s security interest in the Collateral. (ii) The Collateral will not be misused or abused, wasted, or allowed to deteriorate, except for the ordinary wear and tear of its intended use, and will not be used in violation of any statute or ordinance. (iii) Borrower shall pay, prior to delinquency, all taxes, charges, liens and assessments against the Collateral Collateral, and upon the Borrower’s failure to do so, the Lender at its option may pay any of these and shall be sole judge of the legality or validity of these obligations and the amount necessary to discharge them. (subject iv) In addition to Liens permitted by this Agreement or any other Loan Documentremedies 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”), whether now owned or hereafter acquired by such Borrowerand at any time thereafter, including the Lender may declare all proceeds obligations secured hereby immediately due and payable, and shall have the rights and remedies of any and all a lender under the Uniform Commercial Code of the foregoing or hereinafter-described Collateral Arizona (“UCC”), including, without limitation, proceeds that constitute property the right to sell, lease or otherwise dispose of any or all of the types described herein) andCollateral, 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 Lender may require the Borrower to assemble the Collateral and make it available to the Lender at a place to be designated by the 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 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 extent not Borrower at the address designated herein, or if notice is otherwise included, all policies of insurance posted on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit door of the Lenders)premises of the Borrower, or any indemnity warranty public place, at least five (5) days before the time of the sale or guaranty payable disposition. It is expressly understood and agreed by reason the Borrower that the Lender ‘s right to take possession of loss or damage to or otherwise with respect the Collateral upon the happening of an Events of Default may be exercised without resort to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now court proceeding or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFCjudicial process whatever, and (iii) no security interestwithout any hearing whatever. In this connection, pledge or assignment shall attach the Borrower expressly waives any right to any Excluded Collateral judicial process or to any hearing prior to the occurrence exercise of an Event the Lender’s right to take possession of the Collateral upon the happening of any such Events of Default. Expenses of retaking, holding, preparing for sale, or selling, or the like, of any Collateral 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 deficiency. The Lender agrees to release UCC lien, upon the repayment of in full principle and interest on the Notes.

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the conveyance by the Retention Holder to the Administrative AgentIssuer of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Issuer a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s 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 and the UCC). (iii) Upon the conveyance by the Retention Holder to the Issuer of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Issuer will own such Borrower, including all proceeds 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 foregoing or hereinafter-described conveyance of such Conveyed Collateral hereunder to the Issuer. (including, without limitation, proceeds that constitute property v) The Retention Holder has caused the filing of all appropriate financing statements in the types described herein) and, 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 included, all policies of insurance on conveyed any property of such Borrower Conveyed Collateral. The Retention Holder has not authorized the filing of, and all payments and proceeds under is not aware of, any financing statements against the Retention Holder that include a description of such insurance (whether 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 the Administrative Agent is the loss payee thereof, for the ratable benefit aware of the Lenders)filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it. (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to the Initial Collateral Obligations) and within ten (10) 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 foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian. (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 Administrative Agent and Collateral Trustee (or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the Lenders but for prior holder(s) thereof, if any, evidenced in the fact that they are unenforceable chain of endorsements in blank or not allowable due to the existence of a bankruptcyCollateral Trustee, reorganization or similar proceeding involving such Borrower. Notwithstanding anything subject to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 2.5).

Security Interest. Each (i) This Agreement creates a valid, continuing and enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Trustee on behalf of the Secured Parties which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; (ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Borrower hereby assigns is the lawful owner of and pledges has good and marketable title to the Administrative Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); (iv) the Borrower has received all consents and approvals required by the terms of the Collateral to the grant of a security interest in the Collateral hereunder to the Agent, on behalf of the Secured Parties; (v) the Borrower 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 Collateral granted to the Trustee on behalf of the Secured Parties under this Agreement; (vi) other than the security interest granted to the Trustee on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such 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 and/or fully and validly assigned to the Trustee on behalf of the Secured Parties on or prior to the date hereof; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in the case of Pre-Positioned Loans and Noteless Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or evidence any Transferred Loans have been delivered to the Trustee; (x) 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 ratable benefit of the LendersSecured Parties; provided that notwithstanding the foregoing, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 foregoing 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 all cash proceeds solely on behalf of the CollateralSecured Parties; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations and (xi) none of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and or evidence any of the Lenders but for the fact Transferred Loans has any marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyit has been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBorrower and the Agent.

Security Interest. Each (i) The Pledged Equity issued by the Borrower hereby assigns has been duly and pledges validly authorized and issued by the Borrower. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. (iii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity. (iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (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) If any portion of the Pledged Equity constitutes a "certificated security," such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the ratable benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (viii) If any portion of the Pledged Equity constitutes an "uncertificated security", the Borrower hereby agrees to comply with instructions of the Administrative Agent, given at the direction of the Majority Lenders, a first priority security interest in all with respect to such Pledged Equity without further consent of such Borrower’s rightHoldings. (ix) Except as permitted pursuant to Section 5.08(f), title 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 interest in chief executive office of Holdings (and the location of Holdings' records regarding the Pledged Equity (other than those delivered to the Collateral (subject Custodian pursuant to Liens permitted by this Agreement or any other Loan DocumentAgreement), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of ) is located at the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds address set forth under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary its name in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 11.02.

Security Interest. Each (a) The Borrower hereby unconditionally grants and assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, Lender and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, its successors and assigns a first priority continuing security interest in and security title to the Stock. The Borrower hereby delivers to the Lender all of such Borrower’s its right, title and interest in and to the Collateral Stock, together with certificates representing the Stock and stock powers endorsed in blank, as security for (subject i) all obligations of the Borrower to Liens permitted the Lender hereunder, and (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 shares shall thereupon constitute Stock to be held by the Lender under the terms of this Agreement or any other Loan Document)and the Borrower shall immediately deliver such shares to the Lender, whether now owned or hereafter acquired together with stock powers endorsed in blank by such the Borrower. Beneficial ownership of the Stock, including all proceeds of any voting, consensual and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCdividend rights, shall be required to pledge any of its assets or otherwise provide any security of any of remain in the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to until the occurrence of an Event of a Default. (b) If, prior to repayment in full of the Loan, the aggregate book value of the Stock becomes less than $13,400,000, the Borrower shall promptly deliver to the 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 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 Section l(b), the Lender shall release its security interest in such additional collateral upon the request of the Borrower.

Security Interest. Each Borrower hereby assigns 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 pledges set-off as provided above, as security for all present and future indebtedness or other obligations you (including any joint account holder) owe to us or any of our Affiliates under the Administrative AgentAgreement or otherwise, for the ratable benefit of the Lenders, you grant to us and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, our Affiliates a first priority present and continuing consensual security interest in all of such Borrower’s right, title the Account and interest in and to the Collateral any other accounts you (subject to Liens permitted by this Agreement including any joint account holder) may have with us or any other Loan Document), whether now owned or hereafter acquired by such Borrowerof our Affiliates, including all Items which are now or may in the future be presented or deposited to the Account or any of such other accounts, all present and future proceeds of or related to the Account or any of such other accounts, and all funds or other credits now or in the future in or associated with the Account or any of such other accounts. You expressly acknowledge and agree that “our Affiliates” as used in 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 collection and take such other actions as we deem necessary or appropriate with respect to the Account or any of such other accounts, all without prior notice to you, and 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 such Accounts, you make all of the foregoing or hereinaftersame agreements regarding our security interest that you make above regarding our rights of recoupment and set-described Collateral (including, without limitation, proceeds that constitute property off. If our exercise of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds rights diminishes the balance in any Account, causing transactions or 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 Collateral; and all books funds in your Account(s) which we deem appropriate, in lieu of account and records, including all computer software relating thereto. This Agreement secures actually seizing the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultfunds immediately.

Security Interest. Each Borrower hereby assigns To secure the payment and pledges to the Administrative Agent, for the ratable benefit performance of all of the LendersObligations when due, and Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Silicon a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired 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 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”). Notwithstanding the foregoing, provided that (a) no Default or Event of Default has occurred and is continuing, (b) Borrower completes an initial public offering of equity securities of Borrower that generates net proceeds of at least $535,000,000 (the “IPO”), (c) immediately following the conclusion of the 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 license agreements or contract rights (under which Borrower is the licensee, lessee or other similarly situated party) to the extent (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 extent such Borrowerprohibition is enforceable under applicable law, including including, without limitation, Section 9318(4) of the California Uniform Commercial Code) without the consent of the licensor or other party (but only to the 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 any and all such license agreements or contract rights to the extent that the assignment or encumbering of the foregoing or hereinafter-described Collateral such proceeds is not so restricted (including, without limitation, the proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under license agreements or contract rights for which any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lendersrequired consent has been obtained), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower Pledgor hereby unconditionally grants and assigns to the Secured Parties, and pledges their respective successors and permitted assigns, a continuing security interest in and security title to (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 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, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in Agent all of such Borrower’s its right, title and interest in and to the Collateral (subject Pledged Interests, together with certificates with respect to Liens permitted by this Agreement or any other Loan Document)Certificated Ownership Interests, whether now owned or hereafter acquired by such Borrowerand undated stock powers endorsed in blank with respect to Certificated Ownership Interests, including all proceeds as security for the payment of any and all of the foregoing Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or hereinafter-described Collateral (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, proceeds that constitute property of the types described herein) andall voting, to the extent not otherwise included, all policies of insurance on any property of such Borrower consensual and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFCdividend rights, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to remain in such Pledgor until the occurrence and during the continuance of an Event of DefaultDefault and until the Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting and dividend rights to the Pledged Interests pursuant to Section 9 hereof.

Security Interest. Each For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby assigns pledges, hypothecates, and pledges to impresses the Pledged Collateral with a lien in favor of the Administrative Agent, for on behalf of the ratable benefit of Fronting Bank, the LC Administrator and the Lenders, and hereby grants to the Administrative AgentAgent a security interest in the Pledged Collateral, for in each case to secure the ratable benefit punctual payment and performance of all the Obligations. The Borrower covenants and agrees that (i) with respect to the Pledged Collateral consisting of the LendersSecurities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and the Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in all of such Borrower’s right, title and interest in and to the Pledged Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower granted to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or not allowable due to permit the existence of a bankruptcy, reorganization liens or similar proceeding involving such Borrower. Notwithstanding anything to security interests in the contrary Pledged Collateral in this Agreement or in any Loan Document, favor of third parties other than (i) no Subsidiary that is a CFCliens arising by operation of law, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of so long as the Loans or any of the aggregate obligations of the Borrowers under any of the Loan Documents, secured thereby do not exceed $1,000,000 and (ii) no Borrower the Custodial Lien and Set-Off Rights; (vi) it shall not take any action or Subsidiary shall be required omit to pledge, directly or indirectly, more than 65% take any action that would result in the termination of the stock Control Agreement without the prior consent of any CFC, the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (iiivii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior with respect to the occurrence Deposit Account and the Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of an Event of Defaultthe Borrower.

Security Interest. Each Borrower (a) As security for the performance by the Issuer of all the terms, 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 assigns and pledges grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersSecured Parties, and hereby grants to the Administrative Agenta continuing security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerIssuer’s right, title and interest in in, to and to under all of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired by owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such BorrowerPool Receivables, including (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 any of, and all of the foregoing amounts received or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds receivable under any such insurance (whether or not all of, the foregoing. The Administrative Agent is the loss payee thereof, (for the ratable benefit of the Lenders)Secured Parties) shall have, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; , and in addition to all books of account the other rights and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower remedies available to the Administrative Agent and any (for the benefit of the Lenders but for Secured Parties), all the fact that they are unenforceable or not allowable due to the existence rights and remedies of a bankruptcysecured 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, reorganization or similar proceeding involving notwithstanding that such Borrower. Notwithstanding anything to wording may be broader in scope than the contrary collateral described in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to Agreement. Immediately upon the occurrence of an Event the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of Defaultthe 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 all rights to the Collateral shall revert to the Issuer; provided, however, that promptly following written request therefor by the 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 UCC termination statements and such other documents as the Issuer shall reasonably request to evidence such termination.

Security Interest. Each (i) This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; (ii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower hereby assigns 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 Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and pledges the Investment Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities 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 Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens); (viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties; (ix) the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian and the Document Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and hereby grants the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a first priority security interest in all or otherwise conveyed any of such Borrower’s right, title the Collateral. The Borrower has not authorized the filing of and interest is not aware of any financing statements against the Borrower that include a description of any collateral included in and the Collateral other than any financing statement (A) relating to the Collateral (subject security interest granted to Liens permitted by this the Borrower under the Sale Agreement or any other Loan Document)Third Party Sale Agreement, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)as applicable, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; (B) that has been terminated and/or fully and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower validly assigned to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable on or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Document Custodian; (xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the 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 Event effective Indorsement or has been registered in the name of Defaultthe 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 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.

Security Interest. Each (a) To secure the timely repayment of the principal of, and interest on, the 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 assigns pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing, first priority security interest in in, and assignment of, all of such 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 Borrower 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 Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to 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 Collateral portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to the initial Advance Date 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 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 (subject 5) Business Days of such request. The Borrower shall cause the Securities Intermediary to Liens permitted 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 Agreement Loan Agreement, to complete or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of 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 hereinafter-described 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 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 such release of such Pledged Policy. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, proceeds that constitute property the Aggregate Contingent Interest) and termination of all Commitments and this Loan Agreement, the types described herein) and, to the extent not otherwise included, all policies security interest of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is in the loss payee thereof, Collateral for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; Secured Parties shall be released and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of agrees to file, promptly upon request, such releases or assignments, as applicable, request the Lenders but for the fact that they are unenforceable or not allowable due Securities Intermediary to deliver to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything Borrower all Change Forms delivered to it in blank by the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required Borrower pursuant to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFCSection 2.6(b), and (iii) no security interest, pledge or assignment to take such other actions as the Borrower shall attach reasonably request in order to evidence any Excluded Collateral prior to the occurrence of an Event of Defaultsuch release.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets hereunder to the Trust Depositor; (v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets; (vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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; (viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (ix) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (x) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (xi) none of the LendersUnderlying Notes or, a first priority security interest in all the case of such Borrower’s rightNoteless Loans, title the Designated Loan Agreements and interest in Loan Registers, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Indenture Trustee, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each Borrower hereby assigns i. In the event that, notwithstanding the intent of the parties, the Conveyances hereunder shall be characterized as loans and pledges not as contributions, then this Agreement creates a valid and continuing Lien on the Transferred Assets in favor of the Transferee and the Collateral Agent, as assignee, for the benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the Administrative extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the 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" (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. the Transferor owns and has good and marketable title to the Transferred Assets Conveyed by it to the Transferee hereunder on such Conveyance Date, free and clear of any Lien (other than Permitted Liens) of any Person; iv. the Transferor has received all consents and approvals required by the terms of any Collateral Asset, to the Conveyance thereof and the granting of a security interest in the Collateral Assets hereunder to the Transferee; v. the Transferor 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 of the Transferee in that portion of the Transferred Assets in which a security interest may be perfected by filing granted hereunder to the 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 and the Credit Agreement and (ii) the security interest granted to the Transferee, the Transferor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Transferred Assets. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the 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 and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Transferor is not aware of the filing of any judgment or tax lien filings against the Transferor; vii. all original executed copies of each underlying promissory note 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 Transferee and from the Transferee in blank or to the Collateral Agent, will be delivered to the Custodian; viii. 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 Collateral Agent, is holding the underlying promissory notes that constitute or evidence the Collateral Assets solely on behalf of and for the Collateral Agent, for the ratable benefit of the LendersSecured Parties; ix. none of the underlying promissory notes (if any), and hereby grants that constitute or evidence the Collateral Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties; x. with respect to any Transferred Asset that constitutes a "certificated security", such certificated security has been delivered to the Administrative Custodian, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest or in all blank by an effective Indorsement or has been registered in the name of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofAgent, for the ratable benefit of the Lenders)Secured Parties, upon original issue or any indemnity warranty registration or guaranty payable transfer by reason the Transferee of loss or damage to or otherwise such certificated security; and xi. with respect to any Transferred Assets that constitutes an "uncertificated security", that the Transferor shall cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the foregoing Collateral all cash proceeds Secured Parties, as the registered owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the conveyance by the Depositor to the Administrative AgentIssuer of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Issuer a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest of the 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 Depositor. (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 and the UCC). (iii) Upon the conveyance by the Depositor to the Issuer of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Issuer will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens). (iv) The Depositor has received all consents and approvals required by the terms of any Conveyed Collateral to the foregoing or hereinafter-described conveyance of such Conveyed Collateral hereunder to the Issuer. (including, without limitation, proceeds that constitute property v) The Depositor has caused the filing of all appropriate financing statements in the types described herein) and, 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 Depositor has not pledged, assigned, sold, granted a security interest in or otherwise included, all policies of insurance on conveyed any property of such Borrower Conveyed Collateral. The Depositor has not authorized the filing of, and all payments and proceeds under is not aware of, any financing statements against the Depositor that include a description of such insurance (whether Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The Depositor is not the Administrative Agent is the loss payee thereof, for the ratable benefit aware of the Lenders)filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it. (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to the Initial Collateral Obligations) and within five (5) Business Days after the related Cut-Off Date (with respect to any Subsequent Conveyed Collateral), copies (or originals, if required by the definition of “Required Loan Documents”) of the foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian. (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrustee.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Assets in favor of the Buyer and the Trustee as assignee of the Buyer, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Loans and Related Security constitute “instruments”, “security entitlements”, “general intangibles”, “tangible chattel paper”, “accounts”, “certificated securities”, “uncertificated securities” or “securities accounts” (each as defined in the applicable UCC); (iii) the Seller owns and has good and marketable title to the Administrative AgentSale Assets to be conveyed on such Purchase Date, for free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the ratable benefit Seller has received all consents and approvals required by the terms of the Lendersany Loan, and hereby grants if any, to the Administrative Agent, for the ratable benefit sale and granting of the Lenders, a first priority security interest in the Sale Assets hereunder to the Buyer and the Trustee as assignee of the Buyer, on behalf of the Secured Parties; (v) all of such Borrower’s right, title and appropriate financing statements in connection with the Protective Filings have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the ownership or security interest in the Loans and to in the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) andSale Assets, to the extent not otherwise included, all policies that ownership or a security interest in such other Sale Assets may be perfected by the filing of insurance on any property of such Borrower a financing statement; (vi) other than the security interest granted to the Buyer and all payments and proceeds under any such insurance (whether or not the Administrative Agent as assignee of the Buyer, on behalf of the Secured Parties, which the Administrative Agent has assigned to the Trustee, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Assets. The Seller has not authorized the filing of and is not aware of any financing statements against the loss payee thereofSeller that include a collateral description covering the Sale Assets other than any financing statement (A) relating to the ownership of or security interest granted to the Buyer under this Agreement and to the Trustee for the benefit of the Secured Parties under the Credit Agreement, (B) that has been terminated and/or fully and validly assigned to the Trustee, for the ratable benefit of the LendersSecured Parties, or (C) relating to Permitted Liens. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note (or lost note affidavit, as applicable), or copies of each loan register, as applicable, that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Trustee; (viii) the Trustee has delivered, or subject to the delivery requirements contained in the Credit Agreement, will deliver to the Seller, written acknowledgement that the Trustee or its bailee is holding each instrument that constitutes or evidences each Eligible Loan solely on behalf of or for the benefit of the Secured Parties; and (ix) none of the Underlying Instruments or any indemnity warranty other documents contained in either the Required Loan File and Servicing File that constitute or guaranty payable by reason of loss evidence the Eligible Loans has any marks or damage to notations indicating that they have been pledged, assigned or otherwise with respect conveyed to any Person other than the Trustee as assignee of the foregoing Collateral all cash proceeds Buyer, on behalf of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSecured Parties.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges to continuing security interest (as defined in the Administrative Agent, for the ratable benefit applicable UCC) in favor of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest Issuer in all of such Borrower’s right, title and interest of Originator in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) the Loans, along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has, and upon the sale and transfer thereof by the Originator to the Collateral Issuer, the Issuer will have, good and marketable title to the Loan Assets free and clear of any Lien (subject other than Permitted Liens), claim or encumbrance of any Person; (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to Liens permitted by the sale of the Loan Assets hereunder to the Issuer; (v) the Originator 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 the Loan Assets granted to the Issuer under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Originator has not otherwise includedpledged, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofassigned, for the ratable benefit of the Lenders)sold, or any indemnity warranty or guaranty payable by reason of loss or damage to granted a security interest in or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under conveyed any of the Loan DocumentsAssets. The Originator has not authorized the filing of and is not aware of any financing statements naming the Originator as debtor that include a description of collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted by the Originator under this Agreement, or (iiB) no Borrower that has been terminated or Subsidiary shall be required to pledge, directly for which a release or indirectly, more than 65% partial release has been filed. The Originator is not aware of the stock filing of any CFCjudgment or tax Lien filings against the Originator; (vii) each Underlying Note or Underlying Notes that constitute or evidence the Loan Assets has been or will be delivered to the Trustee in accordance with ‎Section 2.10; (viii) each Underlying Note that constitutes or evidences the Loan Assets has been or will be delivered to the Custodian in accordance with ‎Section 2.10; (ix) the Originator has received a written acknowledgment from the Trustee that the Trustee or its bailee is holding, in accordance with ‎Section 2.10, any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of and for the benefit of the Noteholders; and (iiix) no security interestnone of the Underlying Notes that constitute or evidence any Loan Assets has any marks or notations indicating that they have been pledged, pledge assigned or assignment shall attach otherwise conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultIssuer and the Trustee.

Security Interest. Each Borrower hereby assigns and pledges (i) To the extent this Agreement is not construed to the Administrative Agent, for the ratable benefit evidence an absolute transfer of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in the Sale Portfolio from the Seller to the Purchaser, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) 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 “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) the 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 it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan, to the Sale thereof and the granting of a security interest in the Loans hereunder to the Purchaser; (v) 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 that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; provided that filings in respect of real property shall not be required; (vi) other than as expressly permitted by the terms of this Agreement and the Loan and Security Agreement and the security interest granted to the Purchaser, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or Tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note or copies of each loan register with respect to a Noteless Loan, as applicable, that constitute or evidence each Loan have been, or subject to Liens permitted by this Agreement the delivery requirements contained herein, will be delivered to the Collateral Custodian; (viii) other than in the case of Noteless Loans, the Seller has received, or any other Loan Document)subject to the delivery requirements herein will receive, whether now owned or hereafter acquired by such Borrowera written acknowledgment from the Collateral Custodian that the Collateral Custodian, including all proceeds of any and all as the bailee of the foregoing or hereinafter-described Collateral (includingAgent, without limitation, proceeds is holding the underlying promissory notes that constitute property or evidence the Loans solely on behalf of and for the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofCollateral Agent, for the ratable benefit of the Lenders)Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 of the Loan and Security Agreement may serve as such acknowledgement; (ix) none of the underlying promissory notes or loan registers with respect to Noteless Loans, as applicable, that constitute or evidence the Loans has any indemnity warranty marks or guaranty payable by reason of loss or damage to notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties; (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 Purchaser and (y) and the grant of a first priority perfected security interest in, to and under the Sale Portfolio pursuant to the Loan and Security Agreement by the Purchaser. Upon discovery by the Seller or the Purchaser of a breach of any of the foregoing Collateral all cash proceeds of representations and warranties, the Collateral; party discovering such breach shall give prompt written notice thereof to the other and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any each Lender Agent upon obtaining knowledge of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultbreach.

Security Interest. Each Borrower (a) The parties hereto (i) intend that the transactions contemplated by Section 2.1(a) shall be treated as a purchase and sale of Accounts and Indebtedness for all purposes and that the transactions contemplated by Section 2.1(b) shall be treated as a program for the extension of credit by GE Capital to Account Debtors who wish to obtain financing from GE Capital to purchase Merchandise, not as lending transactions and (ii) shall file and/or have filed UCC-1 or comparable statements in order to perfect the interests created thereby. To secure payment of all Obligations and, against the possibility that those transactions contemplated hereby assigns as a purchase and pledges sale of Accounts and Indebtedness or as extensions of credit to Account Debtors are not so considered despite the intentions of the parties, Parent and each Operating Subsidiary hereby grant, to the Administrative Agentextent of their interests therein, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, GE Capital a continuing first priority security interest in all of such Borrower’s right, title and interest Lien in and to the Collateral (subject all Accounts and Indebtedness sold, assigned or otherwise transferred to Liens permitted GE Capital, established and/or added by GE Capital, or as to which GE Capital has otherwise provided consideration under this Agreement or any other Loan Document)Agreement, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) anda first priority Lien, to the extent not otherwise includedof Parent's or its Operating Subsidiary's interest therein, in and to all policies of insurance on any property of Merchandise purchased by Account Debtors pursuant to such Borrower and all payments and proceeds under any such insurance (whether or not Accounts. Such Lien is in addition to the Administrative Agent is the loss payee thereof, for the ratable benefit of the LendersLiens specified in Sections 5.1(b), or any indemnity warranty or guaranty payable by reason of loss or damage 5.4 and 6. 1. All such property shall be collectively referred to or otherwise with respect as the "Collateral". (b) In addition to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and recordsLien granted pursuant to Section 5.1(a), including all computer software relating thereto. This Agreement secures the to secure payment of all Obligations of the Borrowers now Obligations, Parent and each Operating Subsidiary hereby ▇▇▇▇▇ ▇▇ Capital a continuing first priority Lien in and to (a) all Accounts and Indebtedness at anytime owned by any such Person, including without limitation, Accounts and Indebtedness purchased by Parent or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower an Operating Subsidiary pursuant to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, Section 2.4 and (iiib) no security interest, pledge all Accounts and Indebtedness established and/or added by GE Capital that are purchased by Parent or assignment shall attach an Operating Subsidiary pursuant to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 2.4.

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the conveyance by the U.S. Retention Holder to the Administrative AgentIssuer of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Issuer a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest of the U.S. 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 U.S. 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 and the UCC). (iii) Upon the conveyance by the U.S. Retention Holder to the Issuer of any Conveyed Collateral (subject pursuant to Liens permitted by this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Issuer will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, claims or encumbrances created by, or attaching to property of, the U.S. Retention Holder (other than Permitted Liens). (iv) The U.S. Retention Holder has received all consents and approvals required by the terms of any Conveyed Collateral to the foregoing or hereinafter-described conveyance of such Conveyed Collateral hereunder to the Issuer. (including, without limitation, proceeds that constitute property v) The U.S. Retention Holder has caused the filing of all appropriate financing statements in the types described herein) and, 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 U.S. Retention Holder has not pledged, assigned, sold, granted a security interest in or otherwise included, all policies of insurance on conveyed any property of such Borrower Conveyed Collateral. The U.S. Retention Holder has not authorized the filing of, and all payments and proceeds under is not aware of, any financing statements against the U.S. Retention Holder that include a description of such insurance (whether Conveyed Collateral other than any financing statement that has been terminated in its entirety or released as to such Conveyed Collateral. The U.S. Retention Holder is not the Administrative Agent is the loss payee thereof, for the ratable benefit aware of the Lenders)filing of any judgment, employee benefit or any indemnity warranty tax lien filings against it. (vii) On or guaranty payable by reason of loss or damage prior to or otherwise the Closing Date (with respect to the Initial Collateral Obligations) and within ten (10) 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 foregoing Collateral all cash proceeds Required Loan Documents have been delivered to the Custodian. (viii) None of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower 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 Administrative Agent and Trustee (or if any marks or notations, the Underlying Note has an unbroken chain of endorsements from the Lenders but for prior holder(s) thereof, if any, evidenced in the fact that they are unenforceable chain of endorsements in blank or not allowable due to the existence of a bankruptcyTrustee, reorganization or similar proceeding involving such Borrower. Notwithstanding anything subject to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSection 2.5).

Security Interest. Each (a) The parties to this Amendment intend that the conveyance of the Collateral by the Borrower to the applicable Purchasers be treated as sales for all purposes other than financial accounting purposes. If, despite such intention, a determination is made that such transactions not be treated as sales, then the parties hereto intend that this Amendment and the Sale and Servicing Agreement constitute a security agreement and the transactions effected hereby constitute secured loans by the applicable Purchasers to the Borrower under Applicable Law. In addition to, and not in limitation of, any ownership interest now or hereafter acquired by any Purchasers, the Borrower hereby transfers, conveys, assigns and pledges grants as of the Thirteenth Amendment Effective Date to the Administrative AgentTrustee, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien and continuing security interest in all of such the Borrower’s right, title and interest in in, to and to under (but none of the obligations under) all Collateral (subject including any Hedging Agreements), whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, to Liens permitted secure the prompt, complete and indefeasible payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Aggregate Unpaids of the Borrower arising in connection with this Amendment, and the Sale and Servicing Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including, without limitation, all Aggregate Unpaids. The assignment under this Section 2(a) and under Section 9.1 of the Sale and Servicing Agreement does not constitute and is not intended to result in a creation or an assumption by the Trustee, the Administrative Agent, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any of the Secured Parties of any obligation of the Borrower or any other Loan Document)Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) the Borrower shall remain liable under the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Amendment and the Sale and Servicing Agreement had not been executed, (b) the exercise by the Trustee, for the benefit of the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under the Collateral, and (c) none of the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party shall have any obligations or liability under the Collateral by reason of this Amendment or the Sale and Servicing Agreement, nor shall the Administrative Agent, the Trustee, the Purchaser Agents, any Hedge Counterparty, the Liquidity Banks or any Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (b) Notwithstanding the grant of the security interest in Section 2(a) above, it is not the intent of the parties hereto that this Amendment terminate, renew, change or modify the security interest that was granted under the Sale and Servicing Agreement as of the Closing Date, and the parties hereto hereby affirm that the security interest granted under the Sale and Servicing Agreement as of the Closing Date remains in full force and effect. It is the intent of the parties hereto that all obligations are secured by the Collateral pursuant to the grants of the security interest in both Section 2(a) above and in the Sale and Servicing Agreement. (c) The Borrower authorizes the Trustee (acting at the direction of the Administrative Agent) to file one or more financing statements (each, a “Financing Statement”) describing the Collateral, in any filing offices where the Administrative Agent deems it appropriate. Any Financing Statement may describe the Collateral as “all assets” or “all personal property, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing later acquired” or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultgeneral phrase.

Security Interest. Each (i) The Pledged Equity issued by the Borrower hereby assigns has been duly and pledges validly authorized and issued by the Borrower. (ii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in its Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. Holdings is the sole legal and beneficial owner of its Pledged Equity. (iii) Holdings has authorized the filing of all appropriate financing statements and register entities in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in its Pledged Equity. (iv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of its Pledged Equity. Holdings has not authorized the filing of and is not aware of any financing statements against Holdings that include a description of collateral covering its Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (v) Holdings consents to the transfer of any of its 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) Its Pledged Equity shall not be represented by a certificate unless (A) the Organizational Documents 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) If any portion of its Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all upon original issue or registration of transfer by Holdings of such Borrower’s rightcertificated security. (viii) If any portion of its Pledged Equity constitutes an “uncertificated security”, title and interest in and the Borrower hereby agrees to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds comply with instructions of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any such Pledged Equity without further consent of Holdings. (ix) Except as permitted pursuant to Section 5.08(e), Holdings’ location (within the meaning of Article 9 of the foregoing Collateral all cash proceeds UCC) is Delaware. Except as permitted pursuant to Section 5.08(e), the principal place of business and chief executive office of Holdings (and the Collateral; and all books location of account and records, including all computer software relating thereto. This Agreement secures Holdings’ records regarding its Pledged Equity) is located at the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary address set forth under its name in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultSchedule III.

Security Interest. Each Borrower hereby assigns (a) The Mortgage creates a valid and pledges to (upon the Administrative Agent, for the ratable benefit taking of the Lenders, and actions required hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority or thereby) perfected security interest in all favor of such Borrower’s right, title and interest the Security Trustees in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)than, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as of the foregoing or hereinafter-described Collateral Amendment Effective Date until (including, without limitation, proceeds that constitute property of the types described hereini) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to the Required Pool Aircraft and any Aircraft Assets related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a)) as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest under the laws of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now United States or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement Ireland have been (or in any Loan Documentthe case of future Collateral will be) duly taken (it being understood and agreed that, with respect to each applicable Aircraft Asset, only the Express Perfection Requirements shall apply), enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties. Schedule 3.06 hereto lists, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any the knowledge of the Loans Parent Borrower after due inquiry, all Permitted Liens described in clause (e) or any (j) of the obligations definition of Permitted Liens on the Collateral existing as of the Borrowers under any of the Loan Documents, Amendment Effective Date and (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% all Permitted Liens described in clause (n) of the stock definition of Permitted Liens on the Collateral existing as of the Amendment Effective Date of which a responsible officer of the Parent Borrower has received written notice. (b) Each Control Agreement creates a perfected security interest in the applicable Collection Account and all cash held in such Collection Account from time to time, free and clear of any CFCAdverse Claim, in favor of the Security Trustee, for the benefit of the Secured Parties enforceable against the applicable Borrower Party and creditors of and purchasers from such Borrower Party. (c) None of the Collateral has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, and no Collateral is described in (iiii) no security interestany UCC financing statements filed against any Borrower Party other than UCC financing statements which have been terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, pledge including the International Registry, or assignment shall attach to any Excluded Collateral prior filing records that may be applicable to the occurrence Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated or that have been made in connection with Permitted Liens, the Mortgage or any other security document in favor of an Event the Security Trustee, for the benefit of Defaultthe Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder. (d) The rights and obligations of each Borrower Party (as lessor) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens, and such Borrower Party has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein as provided in the Mortgage and the other Security Documents.

Security Interest. Each Borrower As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns and pledges to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the LendersInvestors, a first priority security interest in in, all of such Borrower’s the Seller's right, title and interest in and to (A) the Collateral Originator Purchase Agreement and the Undertaking Agreement, including, without limitation, (subject i) all rights of the Seller to Liens permitted by this receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking Agreement, (iii) all rights of the Seller to receive proceeds of any other Loan Document)insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertaking Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired by such Borroweror arising, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (C) to the extent not included in the foregoing, all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default.

Security Interest. Each Borrower You hereby assigns grant BAS, BANA and pledges to each of our affiliates (collectively, "BofA Entities") a continuing security interest in, lien on, and right of set-off with respect to, all Financial Instruments and other property, including cash balances (collectively, "Property"), now or hereafter held or carried by any BofA Entity in your accounts, including any Property in transit or held by others on behalf of a BofA Entity and all proceeds of the Administrative Agentforegoing, as collateral security for the ratable benefit payment and performance of the Lendersall your obligations to any BofA Entity, and hereby grants to the Administrative Agentnow existing or hereinafter arising, for the ratable benefit of the Lenders, a first priority security interest in all of whether or not such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by obligations arise under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of agreement between any BofA Entity and all you and irrespective of the foregoing number of accounts you may have with the BofA Entities or hereinafter-described Collateral (includingwhich BofA Entity holds such Property, together with all expenses of the BofA Entities in connection therewith. In order to satisfy such obligations, each BofA Entity is authorized to sell and/or purchase any Property in any of your accounts, or to liquidate any open options or redeem money market funds in any of your accounts, without limitationnotice. In enforcing this security interest, proceeds that constitute property each BofA Entity shall have all the rights and remedies available to a secured party under the Uniform Commercial Code ("UCC"). Each BofA Entity shall, without your further consent, comply with any orders or instructions of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise each other BofA Entity with respect to such Property, including any entitlement orders (as defined in Section 8-102(a)(9) of the foregoing Collateral all cash proceeds UCC). Each BofA Entity shall hold any such Property both as secured party and, for purposes of Section 8-106(d)(3) of the Collateral; UCC, as agent and bailee of each other BofA Entity. Each BofA Entity agrees that all books of account and records, including all computer software relating thereto. This Property held by it in connection with this Agreement secures the payment of all Obligations shall be treated as a "financial asset" under Section 8-102(a)(9) of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultUCC.

Security Interest. Each Borrower hereby assigns The Issuer shall direct the Servicer, at the Servicer’s expense, to take all action necessary or desirable to establish and pledges to maintain in favor of the Indenture Trustee, on behalf of the Noteholders, the Administrative Agent, for each Currency Hedge Counterparty and each Interest Rate Hedge Counterparty, a valid and enforceable first priority perfected security interest in, to and under (a) each SUBI and SUBI Certificate subject to the ratable benefit Lien of this Indenture, (b) all Collections with respect to the LendersSUBI Assets subjected to the Lien of this Indenture, (c) the Collection Account and each other Securities Account established in accordance with this Indenture, (d) all other Collateral and (e) all income, payments and proceeds of, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement amounts received or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of receivable under any and all of, the foregoing, free and clear of the foregoing or hereinafter-described Collateral any Lien (other than Permitted Liens on beneficially owned items of Collateral), including, without limitation, proceeds that constitute property filing UCC financing statements and taking such other action to perfect, protect or more fully evidence the lien of this Indenture, as supplemented from time to time, by the Indenture Trustee on behalf of the types described herein) andAdministrative Agent, the Noteholders, the Interest Rate Hedge Counterparties and the Currency Hedge Counterparties, as requested from time to time. The Issuer shall not, and shall not permit the extent not otherwise includedTrust or the Servicer to, all policies of insurance record any lien on any property Certificate of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, Title for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary Trust Asset that is a CFCSUBI Asset subject to the lien hereof, or that is owned except the lien of this Indenture (unless such Trust Asset has been released from the lien of this Indenture in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any accordance with the terms and conditions of the Loans or any of the obligations of the Borrowers under any of the Loan Relevant Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Default).

Security Interest. Each (a) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Participation Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Borrower hereby assigns pledges and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a continuing, first priority security interest in in, and assignment of, all of such 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 Borrower in the Pledged Policies (unless and until such Policies are abandoned or sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with the Custodian and/or the Securities Intermediary; the Collection Account, the Payment Account, the Escrow Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to 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 Collateral portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date (subject to Liens permitted by this Agreement or any other Loan Documentthan the Advance Date for the Initial Advance), whether now owned the Borrower shall deliver or hereafter acquired cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. Within two (2) Business Days of the making of the Initial Advance Date, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the 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 Borrowerrequest. 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, including all proceeds as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole 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 has 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 hereinafter-described 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 abandonment of a Pledged Policy or upon the receipt by the Lenders of the portion of the related sale proceeds to which the Lenders are entitled in accordance with terms of this Loan Agreement after the 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. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, proceeds that constitute property the Aggregate Participation Interest) and termination of all Commitments and this Loan Agreement, the types described herein) and, to the extent not otherwise included, all policies security interest of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is in the loss payee thereof, Collateral for the ratable benefit of the LendersSecured Parties shall be released. The Administrative Agent agrees to file, promptly upon request, such partial releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all related Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), or and to take such other actions as the Borrower shall reasonably request in order to evidence any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultrelease.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a "general intangible," an "instrument," an "account," "investment property," or "chattel paper," within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets hereunder to the Trust Depositor; (v) the Originator has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under this Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to this Agreement and the Transfer and Servicing Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets; (vii) the Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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; (viii) the Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (x) 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 ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (xi) none of the LendersUnderlying Notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, a first priority security interest in all of such Borrower’s rightassigned or otherwise conveyed to any Person other than the Issuer and the Indenture Trustee, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each (i) This Agreement creates a valid, continuing and enforceable security interest (as defined in the applicable UCC) in the Collateral in favor of the Deal Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; (ii) the Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Borrower hereby assigns is the lawful owner of and pledges has good and marketable title to the Administrative Transferred Loans and all related Collateral free and clear of any Lien (other than Permitted Liens); (iv) the Borrower has received all consents and approvals required by the terms of the Collateral to the grant of a security interest in the Collateral hereunder to the Deal Agent, on behalf of the Second Parties; (v) the Borrower 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 Collateral granted to the Deal Agent, on behalf of the Secured Parties under this Agreement; (vi) other than the security interest granted to the Deal Agent, on behalf of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Collateral; (vii) the Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering such Collateral other than any financing statement (A) relating to the security interest granted to the Deal Agent, on behalf of the Secured Parties under this Agreement, or (B) that has been terminated; (viii) the Borrower is not aware of the filing of any judgment or tax Lien filings against the Borrower; (ix) other than in the case of Pre-Positioned Loans (and subject to Sections 3.2(f), 4.1(u)(x), 5.3(a) and 7.10(a) in the case of Pre-Positioned Loans), all original executed Underlying Notes that constitute or evidence any Transferred Loans have been delivered to the Collateral Custodian; (x) the Borrower has received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the Underlying Notes that constitute or evidence the Transferred Loans solely on behalf of and for the ratable benefit of the LendersSecured Parties; provided, and hereby grants to however, notwithstanding the Administrative Agentforegoing, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Pre-Positioned Loan to be funded with the proceeds of an Advance or Swingline Advance, the Borrower shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the foregoing Underlying Note and (B) within two Business Days after such Funding Date, that the Collateral all cash proceeds Custodian or its bailee is holding the Underlying Note that constitute or evidence the Loans included in the Collateral solely on behalf of the CollateralDeal Agent, as agent for the Secured Parties; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations and (xi) none of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower to the Administrative Agent and Transferred Loans has any of the Lenders but for the fact marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyit has been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBorrower and the Deal Agent.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit Paragraph 6 of the Lenders, SIFMA Master is hereby amended and restated in its entirety to read as follows: (a) Seller hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a first priority security interest in all of such BorrowerSeller’s right, title title, benefit and interest the Purchased Securities sold in each Transaction entered into under this Agreement and all proceeds thereof (collectively, the “Collateral”) to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect (subject to Liens permitted notwithstanding any repurchase by this Agreement or any other Loan Document), whether now owned or hereafter acquired Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property Buyer of such Borrower and Purchased Securities under a subsequent Transaction) until all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise unpaid Repurchase Price with respect to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting). Buyer shall have, with respect to all the Collateral, in addition to all other rights and remedies available to Buyer under the Transaction Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Buyer to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the security interest granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction. (c) The security interest granted pursuant to the foregoing Collateral Paragraph 6(a) is released by Buyer at such time when all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, unpaid Repurchase Price with respect to outstanding Transactions under this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary has been indefeasibly paid in this Agreement or in any Loan Document, full (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security without application of any set off or netting), without further action by any Person. Upon such payment and termination of the Loans or any of the obligations of the Borrowers under any of the Loan Documentsthis Agreement, Buyer hereby agrees, at Seller’s expense, to (iix) no Borrower or Subsidiary shall be required file appropriate financing statement amendments to pledge, directly or indirectly, more than 65% of the stock of any CFC, reflect such release and (iiiy) no security interest, pledge or assignment shall attach execute and deliver such other documents as Seller may reasonably request to any Excluded Collateral prior to the occurrence of an Event of Defaultfurther evidence such release.”

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, (a) As security for the ratable benefit payment and performance of the LendersObligations, Pledgor hereby pledges, assigns, transfers, hypothecates and sets over to Secured Party, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Secured Party a first priority security interest in in, all of such BorrowerPledgor’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) andin, to and under (i) the extent not otherwise included, all policies of insurance on Pledged Shares and the Additional Collateral and any property of such Borrower certificates and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers instruments now or hereafter existing or arising. Without limiting representing the generality of Pledged Shares and the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan DocumentsAdditional Collateral, (ii) no Borrower or Subsidiary shall be required all rights, interests and claims with respect to pledgethe Pledged Shares and Additional Collateral, directly or indirectlyincluding under any and all related agreements, more than 65% of the stock of any CFCinstruments and other documents, and (iii) no security interestall books, pledge records and other documentation of Pledgor related to the Pledged Shares and Additional Collateral, in each case whether presently existing or owned or hereafter arising or acquired and wherever located (collectively, the “Pledged Collateral”). (b) Pledgor hereby agrees to deliver to or for the account of Secured Party, at the address and to the Person or Persons to be designated by Secured Party, the certificates representing the Pledged Shares, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party. (c) If Pledgor shall attach become entitled to receive or shall receive any Excluded Additional Collateral, Pledgor shall accept any such Additional Collateral prior as Secured Party’s agent, shall hold it in trust for Secured Party, shall segregate it from other property or funds of Pledgor, and shall deliver all Additional Collateral and all certificates, instruments and other writings representing such Additional Collateral forthwith to or for the account of Secured Party, at the address and to the occurrence Person to be designated by Secured Party, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of an Event transfer or assignment in blank, all in form and substance satisfactory to Secured Party, to be held by Secured Party subject to the terms hereof, as part of Defaultthe Pledged Collateral. Upon accepting any such Additional Collateral hereunder, Secured Party shall promptly send a notification to Pledgor describing the Additional Collateral accepted and held as part of the Pledged Collateral hereunder, which notification shall be deemed to be a Schedule to this Agreement and may be attached hereto. (d) Pledgor shall execute and deliver to Secured Party concurrently with the execution of this Agreement, and at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Pledged Collateral and to accomplish the purposes of this Agreement. (e) Pledgor agrees that this Agreement shall create a continuing security interest in and pledge of the Pledged Collateral which shall remain in effect until terminated in accordance with Section 18.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described hereina) andThe Seller shall, to the extent not otherwise included“consistent with this Agreement, all policies of insurance on take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in (i) any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)Aggregate Receivables, (ii) the amounts reimbursable now or any indemnity warranty in the future by or guaranty payable by reason of loss or damage to or otherwise with respect to the Securitization Trusts in respect of any of the foregoing Collateral all cash proceeds of Aggregate Receivables or (iii) the Collateral; other property described above (including any and all books Receivables Related Collateral), such security interest would be a perfected security interest of account first priority under applicable law and records, including all computer software relating theretowill be maintained as such throughout the term of this Agreement. This Agreement secures The Seller shall execute such documents and instruments as the payment Depositor may reasonably request from time to time in order to effectuate the foregoing and shall to the Depositor the executed copy of all Obligations of the Borrowers now or hereafter existing or arisingsuch documents and instruments. Without limiting the generality of the foregoing, the Depositor shall forward for fling, or shall cause to be forwarded for filing, at the expense of the Seller, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Depositor’s security interest described above, including without limitation (x) UCC continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller or the Depositor (such preparation and filing shall be at the expense of the Depositor, if occasioned by a change in such party’s name) or (2) any change of location of the jurisdiction of organization of the Seller. (b) The Depositor shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower were deemed to the Administrative Agent and create a security interest in (i) any of the Lenders but for Aggregate Receivables, (ii) the fact that they are unenforceable amounts reimbursable now or not allowable due in the future by or with respect to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary Securitization Trusts in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security respect of any of the Loans Aggregate Receivables or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no the other property described above (including any and all Receivables Related Collateral), such security interestinterest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. At the Issuer’s direction, pledge or assignment the Depositor shall attach execute such documents and instruments as the Issuer may reasonably request from time to any Excluded Collateral prior time in order to effectuate the foregoing and shall return to the occurrence Issuer the executed copy of an Event such documents and instruments. Without limiting the generality of Defaultthe foregoing, the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer’s security interest described above, including without limitation (x) UCC continuation statements and (y) such other statements as may be occasioned by (1) any change of name of the Depositor or the Issuer (such preparation and filing shall be at the expense of the Issuer, if occasioned by a change in such party’s name) or (2) any change in the jurisdiction of organization of the Depositor.

Security Interest. Each (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; (ii) the Collateral 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 “insurance” (each as defined in the applicable UCC), and the proceeds of the foregoing, or such other category of collateral under the applicable UCC as to which the Borrower hereby assigns has complied with its obligations under this Section 4.01(cc); (iii) the Collection Account is not in the name of any Person other than the Borrower, subject to the lien of the Administrative Agent, for the benefit of the Secured Parties; (iv) the Collection Account constitutes a “deposit account” as defined in the applicable UCC; (v) the Borrower, the Account Bank, the Servicer and pledges the Administrative Agent, on behalf of the Secured Parties, have entered into the Collection Account Agreement; (vi) the Borrower 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 the Collateral and that portion of the Loan Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing; provided that filings in respect of real property shall not be required; (vii) other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to the Borrower under each Loan Assignment, or (B) that has been terminated or fully and validly assigned to the Administrative Agent on or prior to the Cut-Off Date for the applicable Loan Asset, 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 compliance with the conditions set forth in) Section 2.07. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens; (viii) none of the underlying promissory notes, or related loan registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent, on behalf of the Secured Parties; (ix) with respect to any Collateral 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 specially Indorsed to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all upon original issue or registration of transfer by the Borrower of such Borrower’s right, title and interest in and to the Collateral certificated security; and (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described hereinx) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Collateral that constitutes an “uncertificated security”, the Borrower has caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the foregoing Collateral all cash proceeds Secured Parties, as the registered owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Sale Portfolio in favor of the Purchaser, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Loan Assets, along with the Related Documents, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC), 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(x); (iii) the Seller owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Sale Portfolio Sold by it to the Administrative Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens) of any Person; (iv) the Seller has received all consents and approvals required by the terms of any Loan Asset, to the Sale thereof and the granting of a security interest in the Loan Assets hereunder to the Purchaser; (v) 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 that portion of the Sale Portfolio in which a security interest may be perfected by filing granted hereunder to the Purchaser; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Credit Agreement and (ii) the security interest granted to the Purchaser and the Collateral Agent, on behalf of the Secured Parties, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Sale Portfolio. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note that constitute or evidence each Loan Asset have been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Agent; (viii) the Seller has received, or subject to the delivery requirements herein will receive, a written acknowledgment from the Custodian is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Custodian, for the benefit of the Secured Parties; (ix) none of the underlying promissory notes that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Custodian, 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 Agent, on behalf of the Secured Parties and, if in registered form, has been specifically Indorsed to the Collateral Agent, for the ratable benefit of the LendersSecured Parties, and hereby grants to or in blank by an effective Indorsement or has been registered in the Administrative name of the Collateral Agent, for the ratable benefit of the LendersSecured Parties, a first priority security interest in all upon original issue or registration or transfer by the Purchaser of such Borrower’s right, title and interest in and to the Collateral certificated security; and (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described hereinxi) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise 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 Collateral Agent, on behalf of the foregoing Collateral all cash proceeds Secured Parties, as the registered owner of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultuncertificated security.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Purchased Assets in favor of the Buyer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Purchased Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller is the lawful owner of and has good and marketable title to the Administrative Agent, Purchased Assets free and clear of any Lien (other than Permitted Liens); (iv) the Seller has received all consents and approvals required by the terms of the Purchased Assets to the grant of a security interest in the Purchased Assets hereunder to the Buyer and for the ratable Buyer to grant a security interest in such Purchased Assets to the Deal Agent under the Loan Funding Agreement; (v) 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 Purchased Assets granted to the Buyer; (vi) other than the security interest granted to the Buyer pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Purchased Assets; (vii) the Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering such 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; (viii) the Seller is not aware of the filing of any judgment or tax Lien filings against the Seller; (ix) all original Underlying Notes that constitute or evidence any Loans included in the Purchased Assets have been delivered to the Collateral Custodian; (x) the Seller and the Buyer have received a written acknowledgment from the Collateral Custodian that the Collateral Custodian 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 LendersBuyer or its assignees provided, and hereby grants to however, that, notwithstanding the Administrative Agentforegoing, for the ratable benefit of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any Pre-Positioned Loan to be purchased with the proceeds of an Advance or a Swingline Advance, the Seller and the Buyer shall have received a written acknowledgment from the Collateral Custodian (A) that the Collateral Custodian has received a faxed copy of the foregoing Underlying Note and (B) within two Business Days after such Purchase Date, that the Collateral all cash proceeds Custodian or its bailee is holding the Underlying Notes that constitutes or evidence the Loans included in the Purchased Assets solely on behalf of the CollateralBuyer or its assignees; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations and (xi) none of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Underlying Notes that constitute part of or evidence the Obligations and would be owed by each Borrower to the Administrative Agent and Purchased Loans has any of the Lenders but for the fact marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyit has been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultSeller and the Buyer.

Security Interest. Each Borrower hereby assigns and pledges (i) In the event that the transfer by the Depositor to the Administrative AgentIssuer of any Conveyed Collateral is determined not to be an absolute transfer, for the ratable benefit this Agreement is effective to create in favor of the Lenders, Issuer a valid and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest (as defined in the UCC) in all of such Borrower’s the right, title and interest in of the Depositor in, to and under such Conveyed Collateral, which security interest is perfected and is prior to all other liens (other than Permitted Liens) (to the extent perfection can be achieved by filing a financing statement), and is enforceable as such against, all creditors of and purchasers from the Depositor; (ii) to the extent not Delivered or taken by the Transferor, the Depositor shall Deliver, or take any steps reasonably requested by the Issuer or the Collateral Manager to enable the Issuer to Deliver, the Conveyed Collateral to the Custodian in accordance with Section 3.3 and/or Section 12.3 of the Indenture; (iii) the Depositor owns the Conveyed Collateral being conveyed hereunder and under each Subsequent Transfer Agreement on the applicable Settlement Date, and has good title to, and is the sole owner and holder of the Conveyed Collateral owned by it, free and clear of any liens, security interests or other encumbrances of any Person (other than Permitted Liens), and has the full right and authority, subject to no interest or participation of, or agreement with, any other person (other than in the case of a Participation Interest), to transfer and assign the same (subject to Liens permitted any consents required under the Underlying Instruments that shall be obtained prior to transfer), and, upon the transfer by the Depositor to the Issuer of any Conveyed Collateral pursuant to this Agreement or any other Loan Document)Subsequent Transfer Agreement, whether now owned or hereafter acquired by the Issuer will own such Borrower, including all proceeds Conveyed Collateral free and clear of any and all liens, security interests or other encumbrances created by, or attaching to property of, the Depositor (other than Permitted Liens); (iv) the Depositor has authorized (and hereby authorizes) the Transferor to file of all appropriate financing statements in the foregoing or hereinafter-described proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in such Conveyed Collateral (including, without limitation, proceeds that constitute property of granted to the types described herein) and, Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement; (v) other than the conveyance to the Issuer and the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in or otherwise included, all policies of insurance on conveyed any property of such Borrower Conveyed Collateral. The Depositor has not authorized the filing of, and all payments and proceeds under is not aware of, any financing statements against the Depositor that include a description of collateral covering such insurance Conveyed Collateral other than (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or A) any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software financing statement relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due security interest Granted to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in Issuer under this Agreement or in Granted to the Collateral Trustee under the Indenture and (B) any Loan Documentfinancing statement that has been terminated or amended to release such Conveyed Collateral. The Depositor is not aware of the filing of any judgment, employee benefit or tax lien filings against it; and (ivi) no Subsidiary none of the Underlying Notes that is a CFCconstitute or evidence the Conveyed Collateral has any marks or notations indicating that it has been pledged, assigned or that is owned in whole otherwise conveyed to any Person other than the Issuer or in part, directly blank or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultCollateral Trustee.

Security Interest. Each Borrower (a) For value received the Debtor hereby assigns and pledges grants to the Administrative Agent, BNY Trust Company of Canada in its capacity as collateral agent for the ratable benefit of the LendersTrustee and the Holders under the Trust Indenture together with its successors in such capacity (hereinafter referred to as the "Collateral Agent"), by way of mortgage, charge, assignment and hereby grants to transfer, a security interest (the Administrative Agent, for the ratable benefit "Security Interest") in (i) all Inventory of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), Debtor whether now owned or hereafter acquired by such Borrower, including and all insurance policies in respect thereof and all proceeds in respect of any and such policies; and (ii) all Receivables of the Debtor whether now owned or hereafter acquired All of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of being hereinafter collectively called the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the "Collateral; and all books of account and records, including all computer software relating thereto". This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures the payment Collateral shall not include any Excluded Assets and the Security lnterest shall not extend, by operation of all amounts law or otherwise, to any Proceeds of Collateral (other than, for certainty, proceeds from the insurance policies referred to in Section 2(a)(i) above) that constitute part are not Collateral. (b) Unless otherwise limited herein, the terms, "Chattel Paper", "Documents of the Obligations and would Title", "Instruments", "Proceeds" whenever used herein shall be owed by each Borrower interpreted pursuant to the Administrative Agent their respective meanings when used in The Personal Property Security Act (Manitoba), as amended from time to time, which Act, including amendments thereto and any of Act substituted therefor and amendments thereto is herein referred to as the Lenders but for "PPSA". Any reference herein to "Collateral" shall, unless the fact that they are unenforceable or not allowable due context otherwise requires, be deemed a reference to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans "Collateral or any of part thereof". (c) Capitalized terms used but not otherwise defined herein shall have the obligations of meanings given to them under the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust lndenture.

Security Interest. Each Borrower (a) For value received the Debtor hereby assigns and pledges grants to the Administrative Agent, BNY Trust Company of Canada in its capacity as collateral agent for the ratable benefit of the LendersTrustee and the Holders under the Trust Indenture together with its successors in such capacity (hereinafter referred to as the "Collateral Agent"), by way of mortgage, charge, assignment and hereby grants to transfer, a security interest (the Administrative Agent, for the ratable benefit "Security Interest") in (i) all lnventory of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), Debtor whether now owned or hereafter acquired by such Borrower, including and all insurance policies in respect thereof and all proceeds in respect of any and such policies; and (ii) all Receivables of the Debtor whether now owned or hereafter acquired. All of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of being hereinafter collectively called the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the "Collateral; and all books of account and records, including all computer software relating thereto". This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of Notwithstanding the foregoing, this Agreement secures the payment Collateral shall not include any Excluded Assets and the Security Interest shall not extend, by operation of all amounts law or otherwise, to any Proceeds of Collateral (other than, for certainty, proceeds from the insurance policies referred to in Section 2(a)(i) above) that constitute part are not Collateral. (b) Unless otherwise limited herein, the terms, "Chattel Paper", "Documents of the Obligations and would Title", "Instruments", "Proceeds" whenever used herein shall be owed by each Borrower interpreted pursuant to the Administrative Agent their respective meanings when used in The Personal Property Security Act (Manitoba), as amended from time to time, which Act, including amendments thereto and any of Act substituted therefor and amendments thereto is herein referred to as the Lenders but for "PPSA". Any reference herein to "Collateral" shall, unless the fact that they are unenforceable or not allowable due context otherwise requires, be deemed a reference to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans "Collateral or any of part thereof". (c) Capitalized terms used but not otherwise defined herein shall have the obligations of meanings given to them under the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Indenture.

Security Interest. (a) To secure the prompt payment to Lender of the Obligations, Borrower hereby assigns, pledges and grants to Lender a continuing security interest in and Lien upon all of the Collateral. All of Borrower's Books and Records relating to the Collateral shall, until delivered to or removed by Lender, be kept by Borrower in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrower shall be deemed to include the foregoing grant, whether or not the same appears therein. (b) As additional security for the payment and performance of the Obligations, Borrower hereby assigns to Lender any and pledges all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (but need not), in Lender's name or in Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy. (c) Borrower hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of Borrower (or any portion of Borrower's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the Administrative Agentdate hereof. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, for the ratable benefit subject to Borrower's rights under Section 9-509(d)(2) of the Lenders, and UCC. (d) Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the Administrative Agentoccurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, for the ratable benefit of the Lenderstransfer, a first priority security interest in all of such Borrower’s rightlicense or sublicense any Intellectual Property now owned, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)licensed to, whether now owned or hereafter acquired by such Borrower, and wherever the same may be located, and including in such license access to all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to media in which any of the foregoing Collateral all cash proceeds of the Collateral; licensed items may be recorded or stored and all books of account and records, including to all computer and automatic machinery software relating thereto. This Agreement secures and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person; provided, that such license will terminate on the termination of this agreement and the payment in full of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultObligations.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Trust Depositor, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Originator; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” a “payment intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Originator owns and has good and marketable title to such Loan Assets free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (iv) the Originator has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets under the ACAS Transfer Agreement to the Trust Depositor; (v) the Originator has caused the timely filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Trust Depositor under the ACAS Transfer Agreement; (vi) other than the security interest granted to the Trust Depositor pursuant to the ACAS Transfer Agreement and this Agreement, the Originator has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets except in connection with the VFCC CP Transaction, which security interest will be terminated or released on or prior to the Closing Date or Subsequent Transfer Date, as applicable. The Originator has not authorized the filing of and is not aware of any financing statements against the Originator that include a description of collateral covering such 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 or for which the underlying security interest has been released. The Originator is not aware of the filing of any judgment or tax Lien filings against the Originator; (vii) all original executed copies of each Underlying Note, if any, that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (viii) the Originator has received a written acknowledgment from the Indenture Trustee that the Indenture Trustee or its bailee is holding the Underlying Notes, if any, that constitute or evidence the Loan Assets solely on behalf of and for the ratable benefit of the Lenders, Noteholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (ix) none of the LendersUnderlying Notes or, a first priority security interest in all the case of such Borrower’s rightNoteless Loans, title the Designated Loan Agreements and interest in Loan Registers, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Issuer and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)Indenture Trustee, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all as assignees of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrust Depositor.

Security Interest. Each Borrower (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a fully perfected first priority security interest in all of such BorrowerSeller’s right, title and interest in in, to and to under each of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following items of property, whether now owned or hereafter acquired by such Borroweracquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2021-PIAVF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing or hereinafter-described Collateral (includingcollectively, without limitationthe “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, proceeds that constitute property of the types described hereinBuyer is authorized and instructed to (i) andremit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent not otherwise included, all policies of insurance on any property of such Borrower obligations then due and all payments and proceeds owing under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretothis Agreement have been paid in full. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality In furtherance of the foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof. (f) The foregoing provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement secures and the payment of all amounts that constitute part Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultBankruptcy Code.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges to continuing security interest (as defined in the Administrative Agent, for the ratable benefit applicable UCC) in favor of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest Buyer in all of such Borrower’s right, title and interest of the Seller in the Collateral Obligations, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Loans, along with the Related Documents, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Seller owns and has, and upon the sale and transfer thereof by the Seller to the Buyer, the Buyer will have good and marketable title to such Collateral Obligations free and clear of any Lien (subject to Liens permitted by this Agreement or any other Loan Documentthan Permitted Liens), whether now owned claim or hereafter acquired by such Borrower, including all proceeds encumbrance of any Person; (iv) the Seller has received all consents and all approvals required by the terms of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property Obligations to the sale of the types described hereinCollateral Obligations hereunder to the Buyer (except (A) and, to the extent not otherwise includedthat 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 Obligations to the Buyer (except, all policies in the case of insurance on any property of such Borrower and all payments and proceeds under clause (B), for any such insurance (whether agents’ consents where the Seller or not the Administrative Agent any of its Affiliates is the loss payee thereofagent which the Seller has or will obtain)); (v) the Seller has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Obligations granted to the Buyer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Buyer pursuant to this Agreement, for the ratable benefit Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Lenders)Collateral Obligations, except in connection with its Warehouse Facilities, if any, which security interests, if any, with respect to such Collateral Obligations will be released on or prior to the applicable Purchase Date. The Seller has not authorized the filing of and is not aware of any financing statements naming the Seller as debtor that include a description of collateral covering the Collateral Obligations other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, or (B) that has been terminated or for which a release or partial release has been or will be timely filed. The Seller is not aware of the filing of any indemnity warranty judgment or guaranty payable by reason of loss or damage to or otherwise tax Lien filings against the Seller; (vii) except with respect to any Collateral Obligation for which there is no promissory note, all original executed copies of each promissory note that constitutes or evidences the Collateral Obligations have been Delivered by the Seller at the direction of the foregoing Collateral all cash proceeds Buyer as required under the Credit Agreement; and (viii) none of the Collateral; and all books of account and recordspromissory notes, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoingif any, this Agreement secures the payment of all amounts that constitute part of the or evidence any Collateral Obligations and would be owed by each Borrower to the Administrative Agent and has any of the Lenders but for the fact marks or notations indicating that they are unenforceable or not allowable due to the existence of a bankruptcyhave been pledged, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets assigned or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultBuyer.

Security Interest. Each (i) This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured 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 creditors of and purchasers from the Borrower; (ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower hereby assigns has complied with its obligations under Section 4.1(m)(i); [Ambler Funding] Loan and pledges Security Agreement (iv) with respect to Collateral that constitutes Deposit Accounts: [Ambler Funding] Loan and Security Agreement (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 Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities 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 Collateral 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) all Accounts (other than the Collateral Account) constitute “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the State of New York and the Collateral Account constitutes a “securities account” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; [Ambler Funding] Loan and Security Agreement (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); [Ambler Funding] Loan and Security Agreement (viii) the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, for the ratable benefit on behalf of the Lenders, and hereby grants Secured Parties; (ix) the Borrower has taken all necessary steps to authorize the Administrative Agent, for Agent to file all appropriate financing statements in the ratable benefit of proper filing office in the Lenders, a first priority appropriate jurisdictions under Applicable Law in order to perfect the security interest in all that portion of such the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s right, title and interest in and jurisdiction of organization; (x) upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Liens permitted by this Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any other Loan Document)Third Party Sale Agreement, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)as applicable, or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; (B) that has been terminated and/or fully and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower validly assigned to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable on or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; (xiii) none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the 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 -174- [Ambler Funding] Loan and Security Agreement Collateral Custodian or in blank by an Event effective Indorsement or has been registered in the [Ambler Funding] Loan and Security Agreement name of Defaultthe 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 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.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid, continuing and pledges enforceable security interest (as defined in the applicable UCC) in the Loan Assets in favor of the Issuer, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Trust Depositor; (ii) such Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Trust Depositor owns and has good and marketable title to such Loan Assets free and clear of any Lien (other than Permitted Liens), claim or encumbrance of any Person; (iv) the Trust Depositor has received all consents and approvals required by the terms of the Loan Assets to the Administrative Agentsale of the Loan Assets hereunder to the Issuer; (v) the Trust Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Requirements of Law in order to perfect the security interest in such Loan Assets granted to the Issuer under this Agreement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of such Loan Assets; (vii) the Trust Depositor has not authorized the filing of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such 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; (viii) the Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor; (ix) all original executed copies of each Underlying Note that constitute or evidence the Loan Assets have been delivered to the Indenture Trustee; (x) 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 ratable benefit of the Lenders, Securityholders and hereby grants to the Administrative Agent, for the ratable benefit Swap Counterparties; and (xi) none of the Lenders, a first priority security interest in all of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds Underlying Notes that constitute property of or evidence the types described herein) andLoan Assets has any marks or notations indicating that they have been pledged, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to assigned or otherwise with respect conveyed to any of Person other than the foregoing Collateral all cash proceeds of Issuer and the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultIndenture Trustee.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority continuing security interest in favor of the Issuer (as defined in the applicable UCC) in all of such Borrower’s right, title and interest of Trust Depositor in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Trust Depositor; (ii) the Loans, along with the related Loan Files, constitute either a “general intangible”, an “instrument”, an “account”, “investment property”, or “chattel paper”, within the meaning of the applicable UCC; (iii) the Trust Depositor owns and has, and upon the sale and transfer thereof by the Trust Depositor to the Collateral Issuer, the Issuer will have, good and marketable title to the Loan Assets free and clear of any Lien (subject to Liens permitted by this Agreement or any other Loan Documentthan Permitted Liens), whether now owned claim or hereafter acquired by such Borrower, including all proceeds encumbrance of any and all Person; (iv) the Trust Depositor has, within 10 days of the foregoing acquisition of a Loan, received all consents and approvals required by the terms of the Loan Assets to the sale of the Loan Assets hereunder to the Issuer; (v) the Trust 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 Loan Assets granted to the Issuer under this Agreement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest in or hereinafter-described Collateral otherwise conveyed any of such Loan Assets. The Trust Depositor has not authorized the filing of and is not aware of any financing statements naming the Trust Depositor as debtor that include a description of collateral covering such Loan Assets other than any financing statement (includingA) relating to the security interest granted to the Trust Depositor under the Loan Sale Agreement, without limitation, proceeds or (B) that has been terminated. The Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor; (vii) all original executed copies of each Underlying Note (if any) that constitute property or evidence the Loan Assets have been delivered to the Trustee, and in the case of Noteless Loans, the documents required pursuant to clause (ii)(a)(2) of the types described herein) and, definition of Required Loan Documents have been delivered to the extent not otherwise includedTrustee; (viii) except with respect to Noteless Loans, all policies the Trust Depositor 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 insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders)Securityholders; and (ix) none of the Underlying Notes that constitute or evidence any Loan Assets has any marks or notations indicating that they have been pledged, or any indemnity warranty or guaranty payable by reason of loss or damage to assigned or otherwise with respect conveyed to any of Person other than the foregoing Collateral all cash proceeds of Issuer and the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultTrustee.

Security Interest. Each As collateral security for the payment and performance in full of all the Secured Obligations (as defined in the Security Agreement), each of the Borrower and the Guarantors party hereto (each a “Pledgor”) hereby assigns pledges and pledges grants (and, to the Administrative Agentextent applicable, confirms and reaffirms its prior continuing pledge and grant) to the Collateral Agent for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a first priority lien on and security interest in all of such Borrower’s the right, title and interest of such Pledgor in, to and under the Pledged Collateral (as defined in the Security Agreement), wherever located, and whether now existing or hereafter arising or acquired from time to time. Each Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Collateral Pledged Collateral, including (subject i) whether such Pledgor is an organization, the type of organization and any organizational identification number issued to Liens Pledgor, (ii) any financing or continuation statements or other documents without the signature of such Pledgor where permitted by this Agreement or any other Loan Document)law, whether including the filing of a financing statement describing the Pledged Collateral as “all assets now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement Pledgor or in any Loan Document, (i) no Subsidiary that is a CFC, which such Pledgor otherwise has rights” or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any using words of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, similar effect and (iii) no in the case of a financing statement filed as a fixture filing or covering Pledged Collateral constituting minerals or the like to be extracted or timber to be cut, a sufficient description of the real property to which such Pledged Collateral relates. After giving effect to this Amendment, neither the modification of the Credit Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment and the Amended Credit Agreement requires that any new filings be made or other action taken to perfect or to maintain the perfection of the liens of the Collateral Agent under the Loan Documents. The security interest, pledge or assignment interest granted herein shall attach to any Excluded Collateral prior be subject to the occurrence of an Event of Defaultterms, covenants and conditions set forth in the Security Agreement.

Security Interest. Each Borrower hereby assigns (i) this Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Transferred Assets in favor of the Buyer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller; (ii) the Transferred Assets constitute “instruments”, “general intangibles”, “certificated securities”, “uncertificated securities”, “deposit accounts”, “investment property,” “proceeds” (each as defined in the applicable UCC) 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(l); (iii) the Seller owns and has good and marketable title to the Transferred Assets purchased by the Buyer hereunder on such Purchase Date, and is transferring such Transferred Assets to the Buyer free and clear of any Lien of any Person (other than Permitted Liens); (iv) the Seller has received all consents and approvals required by the terms of any Loan, if any, to the sale and granting of a security interest in the Loans hereunder to the Buyer and granting of a security interest in the Loans to the Administrative Agent as assignee, on behalf of the Secured Parties pursuant to the Loan and Security Agreement; (v) 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 the Transferred Assets granted hereunder to the Buyer; (vi) other than the security interest granted to the Buyer pursuant to this Agreement and other than security interests that are released in connection with the transfer of Transferred Assets to the Buyer, the Seller has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Transferred Assets. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a collateral description covering the Transferred Assets other than any financing statement (A) relating to the security interest granted to the Buyer under this Agreement, (B) that has been terminated or for which a release or partial release (which releases at least any collateral constituting Transferred Assets) has been filed and/or fully and validly assigned to the Buyer on or prior to the date hereof or the applicable Purchase Date or (C) relating to Permitted Liens. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller with respect to, or that would attach to, any Transferred Assets; (vii) other than in the case of Noteless Loans, all original executed copies of each underlying promissory note (if any) that constitutes or evidences each Loan included in the Transferred Assets that is evidenced by a promissory note has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian or its bailee; (viii) none of the underlying promissory notes (if any) that constitute or evidence the Loans included in the Transferred Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Buyer (and by the Buyer to the Administrative Agent, for the ratable benefit on behalf of the LendersSecured Parties); (ix) with respect to Transferred Assets that constitute a “certificated security,” if any, and hereby grants such certificated security has been delivered to the Collateral Custodian, on behalf of the Administrative Agent, for the ratable benefit of the Lendersand, a first priority security interest if in all of such Borrower’s rightregistered form, title and interest in and has been specially Indorsed to the Collateral (subject to Liens permitted Custodian, or in blank by this Agreement an effective Indorsement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds has been registered in the name of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is upon original issue or registration of transfer by the loss payee thereof, for the ratable benefit Seller of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise such certificated security; and (x) with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts Transferred Assets that constitute part of an “uncertificated security”, if any, the Obligations and would be owed by each Borrower to Seller has caused the Administrative Agent and any to gain “control” of such Collateral pursuant to Section 8-106(c) of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving applicable UCC and such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultcontrol remains effective.

Security Interest. Each Borrower hereby assigns and pledges to the Administrative Agent, As collateral security for the ratable benefit prompt and unconditional payment and performance of the LendersObligations, the Debtor hereby pledges, hypothecates, assigns, collaterally assigns, charges, mortgages, delivers, and transfers to Lender, and hereby grants to the Administrative AgentLender a lien and security interest in, for the ratable benefit all of the Lenders, a first priority security interest in all of such BorrowerDebtor’s right, title title, and interest in and to the Collateral (subject Collateral. The Debtor does further grant to Liens permitted by this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any Lender a continuing lien and security interest upon all of the Debtor’s money and any other property and the proceeds thereof, now or hereafter actually or constructively held or received by Lender for any purpose, including but not limited to, collection, custody, pledge, and transmission. For sake of clarity and without limiting the generality of the foregoing grants, the foregoing grants include a collateral assignment of all of the Key Agreements, including without limitation, all present or hereinafter-described future crude oil marketing agreements or similar arrangements providing for the marketing, storage, processing, purchase and sale of crude oil or other products at or with respect to the ▇▇▇▇▇ Refinery, the Storage Improvements or the Land. Anything herein to the contrary notwithstanding: (a) the Debtor will remain liable under the contracts and agreements included in the Collateral to the extent set forth therein, and will perform all of their duties and obligations under such contracts and agreements to the same extent as if this Agreement had not been executed; (b) the exercise by Lender of any of its rights hereunder will not release Debtor from any of its duties or obligations under any such contracts or agreements included in the Collateral; and (c) Lender will not have any obligation or liability under any contracts or agreements included in the Collateral by reason of this Agreement, nor will Lender be obligated to perform any of the obligations or duties of Debtor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. Notwithstanding anything to the contrary contained herein or any of the other Loan Documents, if at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, proceeds that constitute property the insolvency, bankruptcy, reorganization or other similar proceeding of the types described herein) andDebtor or any other Person), such Obligations shall, for purposes of this Agreement, to the extent not otherwise includedthat such payment is or must be rescinded or returned, be deemed to have continued to be in existence, notwithstanding any application by Lender or any termination agreement or release provided to Debtor, and this Agreement (including the grants in Section 3) shall continue to be effective or reinstated, as the case may be, as to such Obligations, all policies of insurance on any property of as though such Borrower and all payments and proceeds under any such insurance (whether or application by Lender had not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of Defaultbeen made.

Security Interest. Each Borrower (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, Buyer a fully perfected first priority security interest in all of such BorrowerSeller’s right, title and interest in in, to and to under each of the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following items of property, whether now owned or hereafter acquired by such Borroweracquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing or hereinafter-described Collateral (includingcollectively, without limitationthe “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, proceeds that constitute property of the types described hereinBuyer is authorized and instructed to (i) andremit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent not otherwise included, all policies of insurance on any property of such Borrower obligations then due and all payments and proceeds owing under any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating theretothis Agreement have been paid in full. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality In furtherance of the foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer ASP, Nexera, or any Affiliates thereof. (f) The foregoing provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement secures and the payment of all amounts that constitute part Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultBankruptcy Code.

Security Interest. Each Borrower Seller hereby grants, collaterally assigns and pledges to the Administrative Agent, for the ratable benefit of the Lenderseach Buyer Entity, as security and hereby grants to the Administrative Agent, margin for the ratable benefit payment and performance of all Obligations of each Seller to any Buyer Entity in the Lenders, Buyer Group a first priority security interest in all of such BorrowerSeller’s rightrights, title interests and interest title, if any, to in and to or under the Collateral (subject to Liens permitted by this Agreement or any other Loan Document)following, whether now owned or hereafter acquired acquired, now existing or hereafter created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in the Buyer Group pursuant to a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in any such Borroweraccount or otherwise held, including all proceeds or carried by or through, or subject to the control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and all of the foregoing or hereinafter-described Collateral (any related Program Agreements, including, without limitation, proceeds that constitute property all rights of any Seller in any obligation of any Buyer Entity in the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower Buyer Group and all payments and proceeds under rights of any such insurance (whether Seller in or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), to any Activity in connection with a Governing Agreement or any indemnity warranty related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or guaranty payable by reason constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of loss or damage to or otherwise with respect to distributions on any of the foregoing Collateral all cash proceeds (collectively, clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. In addition to any other provisions, obligations or understandings of the Collateral; Sellers under any Governing Agreement, or 4 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and all books of account and records, including all computer software relating thereto. This agrees that the foregoing grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arisingelsewhere) for any Seller’s Obligations. Without limiting the generality characterization of this Agreement as a master netting agreement, the grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultBankruptcy Code.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower. (ii) The Collection Account is not in the name of any Person other than the Borrower, subject to the Administrative lien of the Collateral Agent, for the ratable benefit of the Lenders, and hereby grants Secured Parties. The Borrower has not consented to the Administrative Account Bank of the Collection Account to comply with entitlement orders of any Person other than the Collateral Agent, for the ratable benefit of the LendersSecured Parties. (iii) The Collection Account and the Unfunded Exposure Account constitutes a “deposit account” as defined in the applicable UCC. (iv) The Collateral Agent, for the benefit of the Secured Parties, has a first priority perfected security interest in the Collection Account, subject to the liens and setoff rights of the Account Bank thereunder. (v) The Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens) of any Person and has taken all steps necessary to perfect its security interest against the applicable Obligors in the assets securing any Loan Assets. (vi) Other than as expressly permitted by the terms of such Borrower’s right, title this Agreement and the security interest in and granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of 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 compliance with the conditions set forth in) Section 2.07. Other than Permitted Liens, the Borrower is not aware of any judgment or Tax lien filings against the Borrower. (vii) All original executed copies of each underlying promissory note or copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset in the Collateral has been, or subject to Liens permitted by this Agreement or any other Loan Document)the delivery requirements contained herein, whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all will be delivered to the the Document Custodian (with a copy to the Collateral Agent) pursuant to the terms herein. (viii) None of the foregoing underlying promissory notes, Loan Asset Registers or hereinafter-described Collateral (including, without limitation, proceeds security certificates that constitute property or evidence any portion of the types described hereinCollateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent, on behalf of the Secured Parties. (ix) To the extent any Collateral constitutes a “certificated security,” all original executed copies of each security certificate that constitute or evidence the certificated securities have been delivered to the Collateral Agent, on behalf of the Secured Parties and, to each such security certificate either (A) is in bearer form, (B) has been Indorsed, by an effective Indorsement, in blank or (C) has been registered in the extent not otherwise included, all policies name of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofCollateral Agent, for the ratable benefit of the Lenders)Secured Parties, upon original issue or registration of transfer by the Borrower of such certificated security. (x) Neither the Borrower nor the Collateral Manager has delivered the original of any indemnity warranty underlying promissory note or guaranty payable by reason of loss Loan Asset Register, as applicable, that constitutes or damage to or otherwise with respect evidences a Loan Asset to any of Person other than the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultAgent.

Security Interest. Each Borrower hereby assigns and pledges to (a) The Revolving Credit Note shall be unsecured except as provided for in Section 3.1(b) below. (i) In the Administrative Agent, for the ratable benefit event that any real or personal property of the LendersBorrower becomes subject to a Lien (in violation of this Agreement) which is not a Permitted Lien and which Lien is not removed within thirty (30) days of Borrower's receipt of notice of any Lien (and without regard to any additional cure period) or (ii) upon the occurrence of any Event of Default which has not otherwise been cured or waived at any time, the Bank shall have the right after written notice to Comerica Bank (with a copy to BB&T and hereby grants Borrower) to the Administrative Agent, for the ratable benefit of the Lenders, become secured by a first priority perfected (as set forth below) security interest in and mortgage of all the real and personal property of such Borrower’s right, title and interest in and to the Collateral (subject to Liens permitted by this Agreement or any other Loan Document), whether Borrower now owned or hereafter acquired by such Borroweror arising, including 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 appropriate jurisdictions, to grant to the 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 Loan Agreement and the BB&T Loan Agreement, or except as the Bank 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 Bank now or in the future to perfect Bank's interest in the collateral and otherwise in connection therewith. The grant of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property a lien and security interest pursuant to this Section shall not cure any violation of the types described herein) and, to the extent not otherwise included, all policies of insurance on any property of such Borrower and all payments and proceeds under this Agreement; any such insurance (whether or not the Administrative Agent is the loss payee thereof, for the ratable benefit of the Lenders), or any indemnity warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that violation shall constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under any of the Loan Documents, (ii) no Borrower or Subsidiary shall be required to pledge, directly or indirectly, more than 65% of the stock of any CFC, and (iii) no security interest, pledge or assignment shall attach to any Excluded Collateral prior to the occurrence of an Event of DefaultDefault hereunder taking into account the expiration of any applicable cure period.

Security Interest. Each Borrower hereby assigns (i) This Agreement creates a valid and pledges to continuing security interest (as defined in the Administrative Agent, for the ratable benefit applicable UCC) in favor of the Lenders, and hereby grants to the Administrative Agent, for the ratable benefit of the Lenders, a first priority security interest Issuer in all of such Borrower’s right, title and interest of Trust Depositor in the Loan Assets, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Trust Depositor; (ii) the Loans, along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of the applicable UCC; (iii) the Trust Depositor owns and has, and upon the sale and transfer thereof by the Trust Depositor to the Collateral Issuer, the Issuer will have, good and marketable title to the Loan Assets free and clear of any Lien (subject other than Permitted Liens), claim or encumbrance of any Person; (iv) the Trust Depositor has received all consents and approvals required by the terms of the Loan Assets to Liens permitted by the sale of the Loan Assets hereunder to the Issuer; (v) the Trust 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 the Loan Assets granted to the Issuer under this Agreement or any other Loan Document), whether now owned or hereafter acquired by such Borrower, including all proceeds of any and all of the foregoing or hereinafter-described Collateral (including, without limitation, proceeds that constitute property of the types described herein) and, to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not otherwise includedpledged, all policies of insurance on any property of such Borrower and all payments and proceeds under any such insurance (whether or not the Administrative Agent is the loss payee thereofassigned, for the ratable benefit of the Lenders)sold, or any indemnity warranty or guaranty payable by reason of loss or damage to granted a security interest in or otherwise with respect to any of the foregoing Collateral all cash proceeds of the Collateral; and all books of account and records, including all computer software relating thereto. This Agreement secures the payment of all Obligations of the Borrowers now or hereafter existing or arising. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by each Borrower to the Administrative Agent and any of the Lenders but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Borrower. Notwithstanding anything to the contrary in this Agreement or in any Loan Document, (i) no Subsidiary that is a CFC, or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, shall be required to pledge any of its assets or otherwise provide any security of any of the Loans or any of the obligations of the Borrowers under conveyed any of the Loan DocumentsAssets. The Trust Depositor has not authorized the filing of and is not aware of any financing statements naming the Trust Depositor as debtor that include a description of collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted by the Trust Depositor under this Agreement, or (iiB) no Borrower that has been terminated or Subsidiary shall be required to pledge, directly for which a release or indirectly, more than 65% partial release has been filed. The Trust Depositor is not aware of the stock filing of any CFCjudgment or tax Lien filings against the Trust Depositor; (vii) all original executed copies of each Underlying Note (if any) that constitute or evidence the Loan Assets have been delivered to the Trustee (or to the Custodian on its behalf); (viii) the Trust Depositor has received a written acknowledgment from the Trustee (or from the Custodian on its behalf) 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 any Loan Assets has any marks or notations indicating that they have been pledged, and (iii) no security interest, pledge assigned or assignment shall attach otherwise conveyed to any Excluded Collateral prior to Person other than the occurrence of an Event of DefaultIssuer and the Trustee.