Common use of Security Interest Clause in Contracts

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities AccountsAccounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrowersuch Loan Party; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower such Loan Party has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower such Loan Party has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrowersuch Loan Party, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower such Loan Party has not instructed (as defined in the Account Control Agreement) the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and such Loan Party may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower such Loan Party owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower such Loan Party has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of The Debtor hereby grants to the Secured Parties, which Party a ------------------ security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of agrees and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral acknowledges that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower Party has not instructed the Securities Intermediary and shall continue to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of have a security interest in the Collateral Obligations hereunder Company Common Stock and the Company Preferred Stock and in any other shares of the capital stock of the Company now owned or hereafter acquired by the Debtor, all present and future issued and outstanding shares of capital stock or other equity and/or investment securities issued by the Company, together with all monies, income, proceeds, increases, substitutions, replacements, additions, accessions and benefits attributable or accruing to said property, including, but not limited to, all stock rights, rights to subscribe, liquidating dividends, stock dividends, dividends paid in stock, new securities or other properties or benefits for which the Debtor is or may hereafter become entitled to receive on account of said property, and in the event that the Debtor shall receive any of such, the Debtor shall hold same as trustee for the Secured Party and will immediately deliver same to the Collateral Agent, on behalf Secured Party to be held hereunder in the same manner as the properties specifically described above are held hereunder. All property of all kinds in which the Secured Parties; Party is herein granted a security interest, including, but not limited to, the Borrower has taken all necessary steps Company Common Stock and the Company Preferred Stock, shall hereinafter be referred to file as the "Collateral." The Debtor agrees to execute such stock powers, endorse such instruments, or authorize execute such additional pledge agreements or other documents as may be required by the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law Secured Party in order to perfect effectively grant to the Secured Party the security interest in that portion the Collateral. The security interest granted hereby is to secure the payment of any and all indebtedness, liabilities, obligations, and duties whatsoever of the Collateral in which a security interest may be perfected Company and/or the Debtor to the Secured Party whether direct or whether now existing or hereafter arising, and howsoever evidenced or acquired, and whether joint or several, including, but not limited to, the Stock Purchase Agreement, the Note, the Escrow Agreement, the Consulting Agreements, and all costs incurred by filing pursuant the Secured Party to Article 9 enforce this Agreement or any of the UCC as in effect in Delaware; above described agreements and instruments, including but not limited to attorney's fees and expenses (all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securityobligations, in each case indebtedness and liabilities being hereinafter collectively referred to be held by as the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective"Obligations").

Security Interest. This Agreement creates Assignment constitutes either (x) a valid transfer and continuing Lien on assignment to the Collateral in favor Trustee of all right, title and interest of the Collateral Agent, on behalf of Transferor in and to the Secured Parties, which security interest is validly perfected under Article 9 of Receivables created in the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Additional Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as all monies due or to which the Borrower has complied with its obligations as set forth herein; become due with respect to Collateral that constitute Security Entitlements such Receivables (a) including all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat Finance Charge Receivables), all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control amounts received with respect thereto, all Insurance Proceeds relating to the Accounts such Receivables and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control all proceeds (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to applicable jurisdiction) of any of the foregoing and all of such property will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trustee free and clear of any Lien except for (other than Permitted Liens); i) Liens permitted under subsection 2.05(b) of the Borrower has received all consents Pooling and approvals required by Servicing Agreement, (ii) the terms interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Collateral Obligation to Series Account, as provided in the transfer Pooling and granting Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the Collateral Obligations hereunder UCC as in effect in the applicable jurisdiction), in such property to the Collateral AgentTrustee, on behalf which is enforceable with respect to then existing Receivables of the Secured PartiesAdditional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Borrower has taken all necessary steps Assignment constitutes the grant of a security interest to file or authorize the Trustee in such property, upon the filing of all appropriate the financing statements as described in Section 2.01 of the proper filing office in Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the appropriate jurisdictions under Applicable Law in order to perfect foregoing, upon such creation, the Trust shall have a first priority perfected security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant such property (subject to Article 9 Section 9-315(c) of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orthe applicable jurisdiction), subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf except for Liens permitted under subsection 2.05(b) of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Pooling and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveServicing Agreement.

Security Interest. This Agreement creates (a) As security for the payment and performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower to the Lender, the Borrower hereby pledges to the Lender and gives the Lender a valid continuing security interest in and continuing general Lien upon and right of set-off against, all right, title and interest of the Borrower in and to the Collateral, whether now owned or hereafter acquired by the Borrower, wherever located. As further assurance for the payment and performance of the Indebtedness, Borrower hereby assigns to Lender all sums, including returned or unearned premiums, which may become payable under any policy of insurance on the Collateral, and Borrower hereby directs each insurance company issuing any such policy to make payment of such sums directly to Lender, subject to prior interests noted in this Agreement. (b) Except as herein or by applicable law otherwise expressly provided, the Lender shall not be obligated to exercise any degree of care in connection with any Collateral in favor its possession, to take any steps necessary to preserve any rights in any of the Collateral Agentor to preserve any rights therein against prior parties, on behalf and the Borrower agrees to take such steps. In any case the Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Secured Parties, which Collateral or rights therein as the Borrower may have reasonably requested the Lender to take and the Lender's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Lender of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest is validly perfected under Article 9 in or Lien against other items of Collateral or any of the UCCLender's options, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral powers or rights under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and this Agreement or otherwise arising. (c) the Accounts are not in the name of The Lender may at any Person other than time and from time to time, with or without notice to the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the i) transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in into the name of the Collateral Custodian upon original issue Lender or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf name of the Collateral Agent for the benefit Lender's nominee any of the Secured Parties; and in Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the case Lender of an Uncertificated Security, by (A) causing the Collateral Custodian any amounts due or to become the registered owner of such uncertificated security due thereon and (Biii) causing such registration to remain effective.receive and after a default direct the disposition of any proceeds of any Collateral. 45.2

Security Interest. This Agreement creates a valid To the extent and continuing Lien on so long as Escrow Shares (along with any proceeds from the Collateral in favor sale of the Collateral AgentEscrow Shares pursuant to Section 12 hereof, on behalf the “Escrow Cash”) are held in the Escrow Account hereunder, Parent shall have, and the Escrow Contributors (through the Stockholders’ Representative) hereby grant, as of and from the date of this Agreement, a perfected, first-priority security interest in such Escrow Shares (along with any Escrow Cash) to secure payment of amounts, if any, payable to the Parent Indemnitees in respect of Section 9 (“Parent Security Interest”) of the Secured PartiesMerger Agreement, which and the Stockholders’ Representative shall have, and the Escrow Contributors hereby grant, as of and from the date of this Agreement, a perfected, second-priority security interest is validly perfected under Article 9 interest, subordinated only to the Parent Security Interest, in such Escrow Shares (along with any Escrow Cash) to secure payment of amounts, if any, payable to the Stockholders’ Representative in respect of Section 10 (“Stockholders’ Representative Security Interest”) of the UCCMerger Agreement. In connection therewith, each Escrow Contributor (through the Stockholders’ Representative) expressly agrees (i) that the Escrow Agent is acting solely as Parent’s agent to the extent necessary to perfect the Parent Security Interest in the Escrow Shares (along with any Escrow Cash) and as the Stockholders’ Representative agent to the extent necessary to perfect the Stockholders’ Representative Security Interest in the Escrow Shares (along with any Escrow Cash), and is enforceable (ii) to execute and deliver such instruments as Parent may from time to time reasonably request for the purpose of evidencing and perfecting such against creditors Parent Security Interest or, as the Stockholders’ Representative may from time to time reasonably request, for the purpose of evidencing and purchasers from the Borrower; the Collateral is comprised of Instruments, perfecting such Stockholders’ Representative Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited Interest. Nothing in this Section 2.3 shall grant any rights to the Accounts and Parent Indemnitees or the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Stockholders’ Representative with respect to the Accounts Escrow Shares and (c) the Accounts are not in the name of any Person Escrow Cash other than the Borrowerrights expressly set forth in this Escrow Agreement, subject which shall be exclusive of any other rights or remedies now or hereafter existing at law or in equity. Upon the distribution of the Escrow Shares and Escrow Cash pursuant to Section 8.1 or 8.2 to the Lien of Escrow Contributors, or pursuant to Section 11.4 to the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Stockholders’ Representative or his designees, the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing interests created pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or this Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; 2.3 with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to Escrow Shares and Escrow Cash shall be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; automatically released and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveterminated.

Security Interest. This Agreement creates a valid (a) As security for the performance by the Borrower of all the terms, covenants and continuing Lien agreements on the Collateral in favor part of the Collateral AgentBorrower to be performed under this Agreement or any other Transaction Document, on behalf including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, which a continuing security interest is validly perfected under Article 9 in, all of the UCCBorrower’s right, title and is enforceable as such against creditors interest in, to and under all of and purchasers from the Borrower; following, whether now or hereafter owned, existing or arising (collectively, the Collateral is comprised of Instruments“Collateral”): (i) all Pool Receivables, (ii) all Related Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements such Pool Receivables, (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control 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, (cv) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien all rights (but none of the Collateral obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties; ) shall have, with respect to all the Borrower has not instructed Collateral, and in addition to all the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower rights and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title remedies available to the Collateral free and clear of any Lien Administrative Agent (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none ), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the underlying promissory notes debtor’s personal property or assets” or words to that constitute or evidence effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral Obligations has any marks or notations indicating that they have been pledgedshall be automatically released from the lien created hereby, assigned or otherwise conveyed to any Person and this Agreement and all obligations (other than those expressly stated to survive such termination) of the 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 Agent on behalf of shall revert to the Secured PartiesBorrower; with respect to Collateral provided, however, that constitutes a Certificated Security, such certificated security has been promptly following written request therefor by the Borrower delivered to the Collateral Custodian andAdministrative Agent following any such termination, if in registered form, has been specially Indorsed (within and at the meaning expense of the UCC) Borrower, the Administrative Agent shall deliver to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by Borrower written authorization for the Borrower of to file UCC-3 termination statements and such Certificated Security, in each case other documents as the Borrower shall reasonably request to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of evidence such uncertificated security and (B) causing such registration to remain effectivetermination.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the Collateral in favor overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Collateral AgentIssuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, on behalf without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Secured PartiesSecurity Documents (including, which security interest is validly perfected under Article 9 without limitation, the provisions providing for foreclosure and release of the UCCCollateral), and is enforceable the Intercreditor Agreement, in each case as such against creditors of and purchasers the same may be in effect or may be amended from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as time to which the Borrower has complied time in accordance with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts terms, and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable authorizes and directs the Collateral Agent to obtain Control with respect enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers and the Guarantors will do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Accounts Trustee and (c) the Accounts are not Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuers and the Guarantors will take any Person other than and all actions required under the BorrowerSecurity Documents to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected First Priority Lien in and on all the Collateral (subject to the Lien Intercreditor Agremeent), in favor of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)itself, the Borrower Trustee and the Servicer may cause cash in the Accounts Holders of Notes, superior to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no Liens, in each case, other than Permitted LiensLiens (excluding Permitted Liens described in Section 4.12(a); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective).

Security Interest. This Agreement creates will constitute a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral agreement under the applicable UCC Uniform Commercial Code. To secure Merchant’s obligations under the Revenue Purchase Agreement to make available or deliver Purchased Amount to FUNDER and FUNDER’s right to realize the Purchased Amount, as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited and to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals extent required by the terms of the Revenue Purchase Agreement, and performance of and compliance by Merchant with its other undertakings and agreements herein, Merchant and Guarantor(s)(s) grants to FUNDER a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s)(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any Collateral Obligation time in the Merchant’s and/or Guarantor(s)(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to FUNDER under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the transfer “Secured Assets”). Merchant agrees to provide other security to FUNDER upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover FUNDER’s entitlements under this Agreement, FUNDER is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and granting such assets shall then become Secured Assets. These security interests and liens will secure all of FUNDER’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, FUNDER or an affiliate of FUNDER is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. In the event Merchant, any of its officers or directors or any Owner/Guarantor(s), during the term of the Revenue Purchase Agreement or while Merchant remains liable to FUNDER for any obligations under the Revenue Purchase Agreement, directly or indirectly, including acting by, through or in conjunction with any other person, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, whether corporate, partnership, limited liability company or otherwise, which operates a business similar to or competitive with that of Merchant, such entity shall be deemed to have expressly assumed the obligations due FUNDER under the Revenue Purchase Agreement. With respect to any such entity, FUNDER shall be deemed to have been granted an irrevocable power of attorney with authority to file, naming such newly formed or existing entity as debtor, an initial UCC financing Statement and to have it filed with any and all appropriate UCC filing offices. FUNDER shall be held harmless by Merchant and each Owner/Guarantor(s) and be relieved of any liability as a result of any such authentication and filing of any such Financing Statement or the resulting perfection of its ownership rights or security interests in such entity’s assets. FUNDER shall have the right to notify such entity’s payors or account debtor (as defined by the UCC) of FUNDER’s rights, including without limitation, FUNDER’s right to collect all accounts, and to notify any payment card processor or creditor of such entity that FUNDER has such rights in such entity’s assets. Merchant also agrees that, at the FUNDER’s discretion, FUNDER may choose to amend any existing financing statement to include any such newly formed entity as debtor. This security interest may be exercised by FUNDER without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. FUNDER shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, FUNDER has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral Obligations hereunder Secured Assets. With respect to such security interests and liens, FUNDER will have all rights afforded under the Collateral AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from FUNDER written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor(s) (s) agree(s) that this is a contract of recoupment and FUNDER is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties; Assets. Nevertheless, Merchant and Guarantor(s)(s) agree(s) not to contest or object to any motion for relief from the Borrower has taken all necessary steps automatic stay filed by FUNDER. Merchant and Guarantor(s)(s) agree(s) to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order execute and deliver to FUNDER such instruments and documents FUNDER may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. FUNDER is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s)(s) name. Merchant and Guarantor(s)(s) each acknowledge and agree that any security interest granted to FUNDER under any other agreement between Merchant or Guarantor(s)(s) and FUNDER (the “Cross-Collateral”) will secure the obligations hereunder and under the Merchant Agreement. Merchant and Guarantor(s)(s) each agrees to execute any documents or take any action in connection with this Agreement as FUNDER deems necessary to perfect or maintain FUNDER’s first priority security interest in that portion the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s)(s) each hereby authorizes FUNDER to file any financing statements deemed necessary by FUNDER to perfect or maintain FUNDER’s security interest. Merchant and Guarantor(s)(s) shall be liable for, and FUNDER may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by FUNDER in protecting, preserving and enforcing FUNDER’s security interest and rights. Negative Pledge. Merchant and Guarantor(s)(s) each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of or the UCC Additional Collateral, as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveapplicable.

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be sales and continuing Lien on the Collateral in favor of the Collateral Agentpurchases and not loans, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of event any Person other than the Borrowersuch Transactions are deemed to be loans, subject Seller hereby pledges to the Lien of the Collateral Agent Buyer as security for the benefit performance by Seller of the Secured Parties; the Borrower has not instructed the Securities Intermediary its Obligations and hereby grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers Buyer a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a fully perfected first priority security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), on behalf any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Secured Parties; Purchased Mortgage Loans, and any proceeds (including the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes any of the foregoing and any other property, rights, title or interests as are specified on a Certificated SecurityTransaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such certificated documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security has been delivered interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Collateral Custodian and, if in registered form, has been specially Indorsed (within Repurchase Assets without the meaning signature of the UCC) Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section.

Security Interest. This (i) Subject to the consummation of the applicable Closing and to the written consent thereto of the applicable Manager (which consent shall not be a required Approval), as collateral security for the Buyers’ prompt and complete payment of the aggregate Deferred Purchase Price Amounts for all of the Interests transferred to Buyers as and when due, (i) each Buyer pledges and grants to Seller a lien on and first priority and perfected security interest in all of Buyer’s right, title and interest in and to the Interests acquired by such Buyer from Seller hereunder (the “Pledged Collateral”). Seller and Buyers agree that, subject to the written consent of the applicable Manager, this Purchase Agreement creates a creates, and is intended to create, valid and continuing Lien on Liens upon the Pledged Collateral in favor of the Collateral AgentSeller. Each Buyer represents, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, warrants and is enforceable as promises to Seller that such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower Buyer has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrowerrights in, subject to the Lien written consent of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)applicable Manager, the Borrower and power to transfer the Servicer may cause cash in the Accounts Pledged Collateral upon which it purports to be invested or distributed in accordance with xxxxx x Xxxx pursuant to this Purchase Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral , free and clear of any Lien (and all Liens or claims of others other than Permitted Liens); Investment Liens and restrictions under federal and state securities laws. Each Buyer hereby authorizes Seller at any time and from time to time to file in any relevant jurisdiction any financing statements (containing a description of the Borrower has received all consents Pledged Collateral in form and approvals substance consistent with that set forth on Exhibit A hereto) and amendments thereto that contain the information required by Article 9 of the terms Uniform Commercial Code of each applicable jurisdiction for the filing of any Collateral Obligation financing statement or amendment thereto relating to the transfer Pledged Collateral and granting of a to take any other steps required under applicable law to create and/or perfect the Seller’s security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivePledged Collateral.

Security Interest. This Agreement creates a valid To secure payment of all Advances which Secured Party may elect to make pursuant hereto from time to time and continuing Lien on the Collateral in favor all other obligations of the Collateral AgentDebtors owing hereunder, on behalf of the Debtors hereby grants to Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Party a security interest in the following described collateral (all herein collectively called “Collateral”): all present and future Inventory and all chattel paper, documents, certificates of title, certificates of origin, general intangibles, instruments, accounts and contract rights now existing or hereafter arising with respect thereto, and all cash and non-cash proceeds of any of the foregoing. Debtors agree that at any time and from time to time, upon the request of Secured Party, Debtors will promptly (i) deliver to Secured Party all Collateral Obligations hereunder other than Inventory, (ii) xxxx all chattel paper, documents and instruments and Debtors’ books of account, ledger cards and other records relative to the Collateral Agentwith a notation satisfactory to Secured Party disclosing that they are subject to Secured Party’s security interest, on behalf of the (iii) execute and deliver to Secured Parties; the Borrower has taken all necessary steps Party such instruments, statements and agreements as Secured Party may request to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect evidence further each Advance and the security interests granted hereunder, provided, however, a Debtor’s failure to comply with such request shall not affect or limit Secured Party’s security interest or other rights in that portion of and to the Collateral, and (iv) permit Secured Party or its representatives to examine the Collateral in which a security interest and Debtors’ books and records and Debtors agree to pay to Secured Party the greater of Secured Party’s standard fee or actual costs relating to such examinations immediately upon receipt of Secured Party’s invoice therefore. Debtors agrees that Secured Party may be perfected by filing pursuant directly collect any amount owed to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered Debtors with respect to the Collateral Custodian; (hereafter referred to as an “Account”) and credit Debtors with all sums received by Secured Party. Debtors agree that Secured Party may from time to time at its discretion contact any account debtor to confirm and verify the Borrower has receivedterms of sale, or subject payments made on an Account, and any modifications claimed to be made by the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Debtors with such account debtor. Debtors agree that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf Secured Party may at any time notify an account debtor of the Collateral Agent for assignment of said Account and revoke the benefit authority of the Secured Parties; none of undersigned to collect the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of same and should the Secured Parties; Party at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a Debtor to apply to an Account, Secured Party is irrevocably appointed attorney-in-fact for each such Debtor to endorse each such instrument with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by Debtor and collect the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesame.

Security Interest. This Agreement creates (1) On the applicable Purchase Date on or prior to the date hereof, Sellers sold, assigned, and conveyed all right, title and interest in REO Subsidiary Interests and all Purchased Assets identified on a valid Transaction Request and/or Trust Receipt, including, without limitation, the beneficial interest in Purchased Mortgage Loans and continuing Lien Contributed Assets identified on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCrelated Asset Schedule, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as related Repurchase Assets to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Administrative Agent for the benefit of Buyers and Repledgees. On each subsequent Purchase Date, Sellers hereby sell, assign and convey all right, title and interest in all Purchased Assets identified on a Transaction Request and/or Trust Receipt and the Secured Parties; related Repurchase Assets, including, without limitation, the Borrower has beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatloans, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts event any such Transactions are deemed to be invested or distributed loans, and in accordance with this Agreement; all Accounts constitute Securities Accounts; any event, each Seller hereby pledges to Administrative Agent as security for the Borrower owns performance of the Obligations and has good hereby grants, assigns and marketable title pledges to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Administrative Agent a fully perfected first priority security interest in the Collateral Obligations hereunder Purchased Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, any Agency Security or right to receive such Agency Security when issued to the Collateral Agent, on behalf extent backed by any of the Secured Parties; Purchased Mortgage Loans and Contributed Assets, the Borrower has taken Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all necessary steps files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all related Servicing Rights, Property Management Rights, the Program Agreements (to file the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans or authorize Contributed Assets), all SFR Property Documents relating to the filing Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Purchased Mortgage Loans or Contributed Assets, all appropriate financing statements insurance policies and insurance proceeds relating to any Purchased Mortgage Loans or Contributed Assets, or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Assets protected thereby, accounts (including any interest of each Seller in escrow accounts) related to the Purchased Assets, all of each Seller’s right, title and interest in, to and under the Underlying Repurchase Transactions and all of each Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Purchased Mortgage Loans or Contributed Assets, (including, without limitation, any other accounts) or any interest in the proper filing office in Purchased Mortgage Loans or Contributed Assets, and any proceeds (including 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning any of the UCC) to the Collateral Custodian foregoing and any other property, rights, title or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securityinterests as are specified on a Transaction Request and/or Trust Receipt, in each case to be held by all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Seller Repurchase Assets”).

Security Interest. This Agreement creates The due and punctual payment of the principal of, premium, if any, interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, interest on, the Notes and performance of all other Obligations of the Company, the Co-Issuers and the Guarantors to the Holders of Notes or the Trustee and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for priority of Liens and foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and appoints Xxxxx Fargo Bank, National Association as the Trustee and as the Collateral Trustee, and each Holder of Notes and the Trustee authorize and direct the Collateral Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and authorize and direct each of the Trustee and the Collateral Trustee to bind the Holders of the Notes as set forth in the Security Documents. The Company, the Co-Issuers and the Guarantors consent and agree to be bound by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Company will take, and will cause its Subsidiaries to take, any and all actions reasonably required by the Security Documents to create and maintain, as security for the Collateral Trust Parity Lien Obligations and any Junior Lien Obligations, a valid and continuing enforceable perfected Lien in and on all the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; Holders of Notes, holders of other Collateral Trust Parity Lien Obligations and any holders of Junior Lien Obligations, to the Borrower has not instructed the Securities Intermediary to comply extent required by, and with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Lien priority required under, the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveNote Documents.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of and interest and premium, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium, if any, (to the extent permitted by law), on the Notes and performance of all other obligations of the Issuers to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured to the extent provided in the Security Documents. Each Holder, by its acceptance of the Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and each Holder authorizes and appoints U.S. Bank National Association as the Trustee and each Holder and together with the Trustee authorizes and appoints U.S. Bank National Association as the Collateral Trustee, and each Holder and the Trustee direct the Collateral Trustee to enter into additional Security Documents from time to time and to perform its obligations and exercise its rights thereunder in accordance with the provisions thereof. U.S. Bank National Association hereby accepts its appointment by each Holder and the Trustee to act as Collateral Trustee under the Indenture and each other Parity Lien Document to which it is a party. Each of the Issuers and the Guarantors consents and agrees to be bound by the terms of the existing Security Documents and any additional Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. Each Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the applicable Security Documents, and will do or cause to be done all such acts and things as required by the provisions of the Security Documents to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. Each Issuer will take, and will cause the Guarantors to take, any and all actions required by the Security Documents to create and maintain, as security for the Parity Lien Obligations, a valid, enforceable and, to the extent required by the Security Documents, perfected Lien in and on all the Collateral, in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; Holders of the Borrower has not instructed Notes, to the Securities Intermediary to comply extent required by, and with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)lien priority required under, the Borrower Secured Debt Documents and the Servicer may cause cash in the Accounts subject to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (no Liens other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing (a) The following Lien on the Collateral is hereby granted: As security for the payment or performance, as the case may be, in favor full of the First Priority Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Collateral AgentAgent and its successor and assigns, on behalf for the ratable benefit of the Secured Parties, which a first priority security interest is validly perfected under Article 9 of the UCCin, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited Grantor’s right, title and interest in, to and under the Accounts and Collateral. Each Grantor hereby affirms its prior grant of security interests under the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Original Agreement for the benefit of the Secured Parties; . Without limiting the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatforegoing, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)it is expressly understood and agreed that all security interests, the Borrower assignment and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required liens granted by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent Grantors for the benefit of the Secured PartiesParties in the Original Agreement are not terminated hereby, but continue and remain in full force and effect, subject to the terms and provisions hereof. Notwithstanding any other provision hereof, if any Principal Property constitutes Collateral, then such Principal Property shall not secure any Obligations constituting Exempted Indebtedness except to the extent that such Obligations constitute Restricted Secured Indebtedness; none provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the underlying promissory notes that constitute operation of any negative pledge covenant in any indenture, agreement or evidence instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Principal Property without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral Obligations has constitutes Principal Property any marks payments or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf repayments of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case Obligations shall not be deemed to be held by applied against, or to reduce, the Collateral Custodian on behalf amount of Restricted Secured Indebtedness that may be secured hereby. The Lien granted hereunder to secure the Collateral Agent for First Priority Obligations is referred to herein as the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Security Interest.”

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of all of such Security Entitlements have been credited Seller’s obligations to Buyer under the Accounts Transaction Documents and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsTransactions entered into hereunder, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not or in the name event that a transfer of any Person other than the Borrowera Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatSeller hereby assigns, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower pledges and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of grants a security interest in all of its right, title and interest in, to and under the Collateral Obligations hereunder Purchased Items (as defined below) to Buyer to secure the Collateral Agent, on behalf payment of the Secured Parties; Repurchase Price on all Transactions to which Seller is a party and all other amounts owing by Seller to Buyer hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the Borrower other Transaction Documents, and to secure the obligation of Seller or its designee to service the Purchased Assets in conformity with Article 29 and any other obligation of Seller to Buyer under the Transaction Documents and the Transactions entered into hereunder (collectively, the “Repurchase Obligations”). Seller hereby acknowledges and agrees that each Purchased Asset serves as collateral for Buyer under this Agreement and that Buyer has taken the right, upon the occurrence and continuance of an Event of Default, to realize on any or all necessary steps to file or authorize of the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law Purchased Assets in order to perfect satisfy the security Seller’s obligations hereunder. Seller agrees to update internal registers, books and records (including, without limitation, to mxxx its computer records and tapes) to reflect and evidence the interests granted to Buyer hereunder. All of Seller’s right, title and interest in that portion in, to and under each of the Collateral in which a security interest may be perfected by filing pursuant following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to Article 9 of as the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.“Purchased Items”:

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor Section 8 of the Collateral AgentExisting Repurchase Agreement is hereby amended by deleting the first paragraph thereto in its entirety and replacing it with the following language: “Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, on behalf of however, that the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed parties intend to treat all assets credited to the Accounts Transactions as Financial AssetsIndebtedness for accounting and tax purposes), (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of event any Person other than the Borrowersuch Transactions are deemed to be loans, subject each Seller hereby pledges to the Lien of the Collateral Agent Buyer as security for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required performance by the terms Sellers of any Collateral Obligation their Obligations and hereby grants, assigns and pledges to the transfer and granting of Buyer a security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the Records, all servicing rights related solely to the Collateral AgentPurchased Mortgage Loans, on behalf the Repurchase Documents (to the extent such Repurchase Documents and the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Secured Parties; Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Borrower has taken all necessary steps extent that the foregoing relates to file any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or authorize the filing of all appropriate financing statements any interest in the proper filing office in Purchased Mortgage Loans, all USActive 7659101.2 collateral under any other secured debt facility between a Seller or their Affiliates on the appropriate jurisdictions under Applicable Law in order to perfect one hand and the security interest in that portion of Buyer and the Collateral in which Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; Trust Receipt and Exception Report with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning any of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securityforegoing, in each case to be held by all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Repurchase Assets”).”

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as Subject to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)upon exclusions, the Borrower and the Servicer may cause cash in the Accounts to Subscribers will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of granted a security interest in the Collateral Obligations hereunder to assets of the Company including ownership of the Subsidiaries, and in the assets of the Subsidiaries, which security interest will be memorialized in a “Security Agreement,” a form of which is annexed hereto as Exhibit D. The Subsidiaries will guaranty the Company’s obligations under the Transaction Documents as defined in Section 5(c). Such guaranties will be memorialized in a “Subsidiary Guaranty”, the form of which is annexed hereto as Exhibit E. The holders, identified on Schedule 3 hereto (“Pledgors”), of the Company’s outstanding Common Stock (the “Pledged Stock”) will pledge the Pledged Stock as set forth on Schedule 3, as further security for the Company’s obligations. The pledge will be memorialized in a “Stock Pledge Agreement”, the form of which is annexed hereto as Exhibit F. The Company will acknowledge the appointment of a collateral agent (the “Collateral Agent, ”) to act on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing Subscribers as memorialized in a “Collateral Agent Agreement”, a form of all appropriate which is annexed hereto as Exhibit G. The Company, Subsidiaries and Pledgors will execute such other agreements, documents and financing statements reasonably requested by the Subscribers and Collateral Agent, which may be filed at the Company’s expense with the jurisdictions, states and counties designated by the Subscribers. The Company will also execute all such documents reasonably necessary in the proper filing office in opinion of the appropriate jurisdictions under Applicable Law in order Subscribers and Collateral Agent to perfect memorialize and further protect the security interest in that portion of the Collateral in described herein which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to prepared and filed at the Collateral Custodian; Company’s expense with the Borrower has receivedjurisdictions, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer states and filing offices designated by the Borrower of such Certificated Security, in each case to be held by the Subscribers and Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveAgent.

Security Interest. This Agreement creates a valid and continuing Lien on It is the Collateral in favor intention of the Collateral Agent, on behalf parties hereto that Client's transfer of the Secured PartiesReceivables to BofA shall constitute a sale and assignment, which security interest is validly perfected under Article 9 of the UCCsale and assignment shall be absolute, irrevocable and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such without recourse (other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; than with respect to Collateral the limited repurchase obligations provided herein) and shall provide BofA with the full benefits of ownership of the Purchased Receivables. Notwithstanding the foregoing, to protect BofA in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the express intent of the parties, to constitute Security Entitlements a 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 Client's right, title and interest in and to the Purchased Receivables and all proceeds thereon (the "Collateral") to secure a debt (Client's return to BofA of the Purchase Price paid by 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 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, in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsits assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and change its state of incorporation or formation or (c) the Accounts are not change its registered corporate name, without, in the name of any Person other than the Borrowereach case, subject (i) providing 30 days prior written notice to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatBofA, until the Collateral Agent delivers a Notice of Exclusive Control (ii) providing such information as defined in the Account Control Agreement), the Borrower and the Servicer BofA may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law reasonably require in order to perfect the security interest allow BofA to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as BofA may reasonably require in that portion order to protect its rights and remedies hereunder. The occurrence and continuation of any Event of Default shall entitle BofA to all of the Collateral in which default rights and remedies (without limiting the other rights and remedies exercisable by BofA either prior or subsequent to an Event of Default) as available to a security interest may be perfected by filing pursuant to Article 9 of secured party under the UCC as Uniform Commercial Code in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveapplicable jurisdiction.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC Additional First-Lien Secured Parties (as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than this Indenture and of the BorrowerNotes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)itself, the Borrower Trustee and the Servicer may cause cash in Holders of Notes, equally and ratably with all Indebtedness owing under the Accounts Senior Credit Facilities and the 2023 Secured Notes, superior to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor Paragraph 6 of the Collateral Agent, on behalf of the Secured Parties, which security interest SIFMA Master is validly perfected under Article 9 of the UCC, hereby amended and is enforceable restated in its entirety to read as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements follows: “(a) Seller hereby grants to Buyer a first priority security interest in all of such Security Entitlements have been credited to Seller’s right, title, benefit and interest the Accounts Purchased Securities sold in each Transaction entered into under this Agreement and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, proceeds thereof (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)collectively, the Borrower and “Collateral”) to secure the Servicer may cause cash in Seller’s obligations under the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; Transaction Agreements (the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens“Secured Obligations”); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of . This Agreement shall create a continuing security interest in the Collateral Obligations hereunder and shall remain in full force and effect (notwithstanding any repurchase by Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by Buyer of such Purchased Securities under a subsequent Transaction) until all 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 AgentCollateral, on behalf 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 Secured Parties; the Borrower has taken all necessary steps Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Buyer to file or authorize the filing of all appropriate such financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the security interest in that portion granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the Collateral in which a relevant jurisdiction. (c) The security interest may be perfected by filing granted pursuant to Article 9 of the UCC as in effect in Delaware; foregoing Paragraph 6(a) is released by Buyer at such time when all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; unpaid Repurchase Price with respect to Collateral that constitutes a Certificated Security, such certificated security outstanding Transactions under this Agreement has been delivered indefeasibly paid in full (without application of any set off or netting), without further action by any Person. Upon such payment and termination of this Agreement, Buyer hereby agrees, at Seller’s expense, to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCCx) file appropriate financing statement amendments to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of reflect such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security release and (By) causing execute and deliver such registration other documents as Seller may reasonably request to remain effectivefurther evidence such release.” -7-

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesFronting Bank, which the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest is validly perfected under Article 9 in the Pledged Collateral, in each case to secure the punctual payment and performance of all the UCC, Obligations. The Borrower covenants and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral agrees that constitute Security Entitlements (ai) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Pledged Collateral consisting of the Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and the Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (cii) the Accounts are Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the name termination of any Person other than the Borrower, subject Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the Lien of Deposit Account and the Collateral Agent Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBorrower.

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the Borrower has taken Merchant Agreement, including all steps necessary amounts due Merchant (including any rights to enable the Collateral Agent to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Accounts are not Reserve Account, in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Borrower Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has not instructed been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Securities Intermediary Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to comply the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Xxxxxxxx agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Xxxxxxxx will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order of any Person security interest, at Merchant’s cost. Merchant represents and warrants that no other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and party has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest or lien in the Collateral Obligations hereunder to the Collateral Agent, on behalf any of the Secured Parties; the Borrower has taken all necessary steps to file collateral pledged above, and Xxxxxxxx will obtain Peoples Trust’s written consent before it grants a lien or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed pledged collateral to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveperson.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute constitutes Security Entitlements (a) all of such Security Entitlements have been credited to the Pledged Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Pledged Accounts as Financial AssetsAssets and that any cash credited to the Pledged Accounts shall be held in the related Deposit Account that forms part of such Pledged Account and which the Securities Intermediary has agreed shall be maintained as, “deposit accounts” as defined in Section 9-102 of the UCC, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Pledged Accounts and (c) the Pledged Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Services Provider to, cause cash in the Pledged Accounts to be invested or distributed in accordance with this Agreement; all Pledged Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates Mortgage is also intended to encumber and create a valid security interest in, and continuing Lien Mortgagor hereby grants to Mortgagee a security interest in, all sums on deposit with Mortgagee pursuant to the Collateral provisions of Section 1.2, Section 5.1, Section 5.2 and Section 5.3 hereof or any other Section hereof or of any other Loan Document and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Mortgaged Property, all renewals, replacements of any of the aforementioned items, or articles in favor substitution therefor or in addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the “Collateral”), whether or not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by law, all of the foregoing property is to be deemed and held to be a part of and affixed to the Premises and the Improvements. The foregoing security interest shall also cover Mortgagor’s leasehold interest in any of the foregoing property which is leased by Mortgagor. Notwithstanding the foregoing, all of the foregoing property shall be owned by Mortgagor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all of the property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may reasonably require. Mortgagor shall promptly replace all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Premises or the Improvements any of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title subject to the Collateral lien or security interest of this Mortgage except such as is replaced by an article of equal suitability and value as above provided, owned by Mortgagor free and clear of any Lien (lien or security interest except that created by this Mortgage and the other than Permitted Liens); Loan Documents. All of the Borrower has received all consents and approvals Collateral shall be kept at the location of the Premises except as otherwise required by the terms of the Loan Documents. Mortgagor shall not use any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 violation of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting any applicable statute, ordinance or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinsurance policy.

Security Interest. This Agreement creates In addition to the statutory landlord's lien, Landlord shall have, at all times, and Tenant hereby grants to Landlord, a valid security interest to secure payment of all rentals and continuing Lien other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the Collateral Premises, and all proceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in favor Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the Collateral Agent, on behalf time and place of any public sale or of the Secured Partiestime after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (5) days before the time of sale. The proceeds from any such disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured by the security interest is validly perfected under Article 9 of the UCC, and is enforceable granted in this Section 21.0. Any surplus shall be paid to Tenant or as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals otherwise required by the terms of law; and Tenant shall pay any Collateral Obligation deficiencies forthwith. Upon request by Landlord, Tenant agrees to the transfer execute and granting of deliver to Landlord a security interest financing statement in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order form sufficient to perfect the security interest of Landlord in that portion the said property and the process thereof under the provisions of the Collateral Uniform Commercial Code in which force in the State of Georgia. The statutory lien for rent is not hereby waived, the security interest herein granted being in addition and supplementary thereto. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Section 21 to any future commercial lender of Tenant that desires to attach and perfect a security interest may be perfected by filing pursuant in Tenant's Personal Property for purposes of using same as collateral for a loan made to Article 9 Tenant in connection with an initial public offering of Tenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the UCC as security interest granted to Landlord in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or this Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed 21 to any Person other than the Collateral Agent on behalf commercial lender of the Secured Parties; with respect Tenant that desires to Collateral that constitutes attach and perfect a Certificated Security, such certificated security has been delivered interest in Tenant's Personal Property to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning secure a purchase money loan from said lender to Tenant for Tenant's purchase of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveTenant's Personal Property.

Security Interest. This Agreement creates a valid (i) On each Purchase Date, each Seller hereby sells, assigns and continuing Lien conveys all rights and interests in the Purchased Mortgage Loans identified on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited related Asset Schedule. In addition to the Accounts and the Securities Intermediary has agreed foregoing, each Seller hereby pledges to treat all assets credited to the Accounts Buyer as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent security for the benefit performance by Sellers of the Secured Parties; the Borrower has not instructed the Securities Intermediary their Obligations and hereby grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers Buyer a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a fully perfected first priority security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the REO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Collateral AgentRental Properties, on behalf together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Contributed Asset, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of PMC related to the Secured Parties; Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Borrower has taken all necessary steps extent that the foregoing relates to file any Purchased Mortgage Loan, Contributed Asset or authorize REO Subsidiary Interest and any other assets relating to the filing of all appropriate financing statements Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the proper filing office in Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein Confirmation and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; Trust Receipt and Asset Detail and Exception Report with respect to Collateral that constitutes any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a Certificated Security, such certificated security has been delivered agreement or other arrangement or other credit enhancement related to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBankruptcy Code.

Security Interest. This Agreement creates To the extent and so long as funds are held in the Escrow Account hereunder, Parent shall have, and the Company Shareholders hereby grant, as of and from the date of this Agreement, a valid and continuing Lien on the Collateral perfected, first-priority security interest in favor all of the Collateral AgentCompany Shareholders' right, on behalf title and interest in, to and under the Escrow Fund and all accessions to, substitutions and replacements for, and proceeds thereof to secure payment of amounts, if any, payable to the Indemnitees in respect of the Secured PartiesCompany Shareholders' indemnification, which compensation or reimbursement obligations under the Merger Agreement. In connection therewith, the Company Shareholders expressly agree: (a) that the Escrow Agent is acting solely as Parent's agent to the extent necessary to perfect Parent's first-priority security interest is validly perfected under Article 9 in the Escrow Fund; and (b) at any time and from time to time, upon the written request of Parent, and at the sole expense of the UCCCompany Shareholders, to promptly and is enforceable duly execute and deliver any and all such further instruments and documents and take such further action as such against creditors Parent may reasonably deem desirable to obtain the full benefits of the security interest granted hereby, including: (i) executing, delivering and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral causing to be filed any financing or continuation statements under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Uniform Commercial Code with respect to the Accounts security interests granted hereby; and (cii) executing and delivering and causing the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Escrow Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps or any other applicable depository institution, securities intermediary or commodity intermediary, to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law execute and deliver a collateral control agreement in order to perfect the security interest created hereunder in that portion favor of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, Parent (including giving Parent "control" over such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (collateral within the meaning of the applicable provisions of Article 9 of the UCC) ). The Company Shareholders also hereby authorize Parent to file any such financing or continuation statement without the signature of the Company. Notwithstanding anything to the Collateral Custodian contrary contained in this Section 2.2, the Company Shareholders shall have no obligation to execute or in blank by an effective Indorsement deliver any instruments or has been registered in other documents, or to take any action, that would have the name effect of limiting the rights of the Collateral Custodian upon original issue Company Shareholders or registration the obligations of transfer by the Borrower of such Certificated Security, in each case Parent pursuant to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Agreement.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Accounts Collection Account as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are Collection Account is not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts Collection Account to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid Interplay hereby assigns, pledges and continuing Lien on the Collateral in favor grants to VUG, and VUG hereby accepts as of the Collateral AgentEffective Date of this Agreement, on behalf as security for the full performance by Interplay of its obligations under this Agreement, a lien upon and security interest in all of Interplay's right, title and interest in and to, but only with respect to all Partner Products delivered to VUG by Interplay under this Agreement, including, without limitation, all attendant rights growing out of any development agreements of Interplay with third parties in respect of all Partner Product(s) delivered to VUG by Interplay under this Agreement, and any and all rights to receive payment (including all Minimum Guarantees) under the Secured PartiesAgreement with respect to such delivered Partner Product(s); provided, however, that VUG acknowledges and agrees that such security interest shall only be in an amount equal to all of VUG's actual unrecouped expenditures and unrecouped Minimum Guarantees (including Initial Minimum Guarantees and Secondary Minimum Guarantees) owed to VUG solely with respect to Partner Product(s), if any, to which VUG loses its rights to distribute hereunder in accordance with SECTIONS 12.4(B) below. Interplay shall do what is reasonably necessary to effectuate the foregoing and ensure that VUG's security interest is validly perfected under Article 9 properly perfected. In any event, Interplay shall and does hereby provide VUG with a limited power of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law attorney in order to effectuate and perfect the interests granted to VUG herein. VUG acknowledges and agrees that in the event Interplay desires to obtain third-party financing in order to sustain/support its business operations, and such third-party financier requires VUG to subordinate its security interest in that portion of the Collateral in which a hereunder, VUG shall agree to subordinate its security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated third-party's security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterest.

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the Borrower has taken Merchant Agreement, including all steps necessary amounts due Merchant (including any rights to enable the Collateral Agent to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Accounts are not Reserve Account, in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the Secured Parties; foregoing. If Peoples Trust reasonably determines that Merchant has breached any obligation under the Borrower Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has not instructed been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Securities Intermediary Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to comply the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Merchant agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Merchant will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order of any Person security interest, at Merchant’s cost. Merchant represents and warrants that no other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and party has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest or lien in the Collateral Obligations hereunder to the Collateral Agent, on behalf any of the Secured Parties; the Borrower has taken all necessary steps to file collateral pledged above, and Merchant will obtain Peoples Trust’s written consent before it grants a lien or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed pledged collateral to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveperson.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor (a) have entered into the Collateral Trust Agreement, the Intercreditor Agreement and the Pledge Agreement and (b) have delivered or will, on or prior to the Borrower has taken all steps necessary Issue Date, deliver to enable the Collateral Trustee (or the Priority Lien Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement; ) all Accounts constitute Securities Accounts; certificates and other instruments and documents required under the Borrower owns and has good and marketable title Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; Trustee and (c) have authorized or will, on or prior to the Borrower has receivedIssue Date, authorize the filing, registration and recording of all Uniform Commercial Code financing statements required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf holders of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveParity Lien Obligations.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delawarethe District of Columbia; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid Borrower hereby pledges and grants to Lender an irrevocable and continuing Lien on first-priority security interest in all of its right, title, and interest in and to the Collateral in favor (as such term is defined below), to secure the prompt payment and performance of the Collateral Agentall of Borrower’s present and future debts, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCobligations, and is enforceable liabilities of whatever nature to Lender, including, without limitation, all obligations of Borrower arising from or relating to this Note. Borrower hereby agrees to execute and deliver such further documentation and take such further actions as such against creditors of Lender may request in order to enforce and purchasers from protect the Borrower; the Collateral is comprised of Instrumentsaforesaid security interest, Security Entitlementsincluding, General Intangibleswithout limitation, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property one or more account control agreements by and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than among the Borrower, Lender and any bank where the Borrower maintains any deposit accounts that are subject to Lender’s security interest hereunder. Borrower hereby authorizes Lender to notify any account debtor on any accounts that are the Lien subject of Lender’s security interest hereunder of the Collateral Agent for the benefit existence of Lender’s interest and further, such notices may direct that after an Event of Default, any further payments shall be made directly to Lender. Borrower authorizes Lender to collect and enforce any of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply Collateral, with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts proceeds to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title applied to the Collateral free indebtedness outstanding hereunder, without liability to Borrower in connection with any such collection or enforcement and clear of any Lien (other than Permitted Liens); the provided Borrower has received all consents shall pay costs incurred by Lender, including reasonable attorneys’ fees and approvals required by the terms of any Collateral Obligation costs, for such collection and enforcement. Borrower hereby authorizes Lender to the transfer and granting of a perfect its security interest in the Collateral Obligations hereunder to the Collateral Agentincluding, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file without limitation, filing, amending, and renewing one or authorize the filing of all appropriate financing more UCC-1 Financing Statements or continuation statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order respect thereof, and amendments thereto, relating to perfect the security interest in that portion all or any part of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 without the prior approval or signature of the UCC Borrower where permitted by law and at Borrower’s expense. Without first obtaining Lender’s prior written consent and so long as in effect in Delaware; all original executed copies of each underlying promissory note constituting any amounts under this Note or evidencing any Collateral Obligation have been orthe Agreement remain owing, subject to the delivery requirements contained herein and/or Section 18.3Borrower shall not move, will be delivered to sell, transfer, assign, dispose, or encumber the Collateral Custodian; outside the ordinary course of Borrower’s business. Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from shall adequately insure the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; full replacement value and in the case of conformity with industry standard practices and shall list Lender as an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveadditional insured.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.. USActive 31506654.2531506654.28

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC Additional First-Lien Secured Parties (as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than this Indenture and of the BorrowerNotes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders of Notes, equally and ratably with all Indebtedness owing under the Senior Credit Facilities, the Pari Passu Facility and the Secured Parties; the Borrower has not instructed the Securities Intermediary Notes, superior to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid The Company hereby pledges, assigns and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsTrustee, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; holders of the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatNotes, until the Collateral Agent delivers a Notice of Exclusive Control (as defined present and continuing first priority security interest in the Account Control Agreement)Escrow Account, the Borrower Escrow Funds and any proceeds therefrom (subject only to Escrow Agent’s right of reimbursement of indemnification, fees and expenses from the Escrow Funds, as contemplated by Sections 7 and 8) to secure the Company’s obligations under the Indenture and the Servicer may cause Notes (including without limitation its obligation to pay an amount of cash equal to 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Final Escrow Redemption Date). The Company agrees that it shall do, execute, acknowledge, deliver, record, file and register any and all such acts, deeds, certificates, assurances, agreements and other instruments (including without limitation security agreements, collateral agreements, financing statements, and lien and pledge instruments) as are in the Accounts opinion of the Trustee reasonably necessary to be invested give effect to the foregoing sentence. Without limitation to the foregoing, the Company hereby authorizes the Trustee, without the signature of or distributed further authorization or consent from the Company, to file such financing statements in such jurisdictions as are in the opinion of the Trustee reasonably necessary to further perfect the security interests granted herein. Upon disbursement of the Escrow Funds in accordance with this Agreement; all Accounts constitute Securities Accounts; Section 4, the Borrower owns security interest of the Trustee will automatically terminate with respect to any such Escrow Funds released without any further action and has good and marketable title such released Escrow Funds will be delivered to the Collateral recipient free and clear of any Lien (other than Permitted Liens); the Borrower has received and all consents and approvals required by the terms liens, claims or encumbrances of any Collateral Obligation to person, including, without limitation, Escrow Agent, the transfer Trustee and granting holders of a security interest the Notes. Upon the disbursement of the Escrow Funds in accordance with Section 4, the Company shall file such termination statements in such jurisdictions as are in the Collateral Obligations hereunder to the Collateral Agent, on behalf opinion of the Secured Parties; the Borrower has taken all Company necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect terminate 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests granted herein.

Security Interest. This The due and punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Issuers and the Guarantors to the Holders of Notes, the Collateral Trustee or the Trustee under this Indenture, the Security Documents and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) and the Intercreditor Agreement creates and directs the Collateral Trustee to execute and deliver the same when applicable, in each case, as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Trustee and the Trustee, if applicable, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents and the Intercreditor Agreement and will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Issuers will take, and will cause their Restricted Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Issuers hereunder, a valid and continuing enforceable perfected Lien in and on all the Collateral Collateral, in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of itself and the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply Holders of Notes, with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined priority 124 described herein and in the Account Control Agreement), the Borrower Security Documents and the Servicer may cause cash in the Accounts Intercreditor Agreement, subject to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (no Liens other than Permitted Liens); Liens and the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest exceptions in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveIntercreditor Agreement.

Security Interest. This The Seller and ACC intend that the transfers of Commercial Receivables effected pursuant to this Agreement creates and the applicable Assignments constitute true sales of such Commercial Receivables by the Seller to ACC, providing ACC with the full benefits of ownership thereof, and neither the Seller nor ACC intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a valid mere financing arrangement or as a loan from ACC to the Seller. However, as a precautionary matter, (i) to secure the prompt payment and continuing Lien on the Collateral in favor performance of all of the Collateral AgentSeller's obligations (whether monetary or otherwise) under or in connection with this Agreement including, on behalf but not limited to, the Seller's liability to ACC for Damages and the Seller's obligation to pay amounts which may become due and owing under Section 12 hereof, the Seller hereby assigns, pledges and grants to ACC a first priority security interest in, and to and under all of the Secured Partiesfollowing, which security interest is validly perfected under Article 9 of whether now or hereafter existing or acquired: the UCCCommercial Receivables purchased by ACC, all related Contracts and is enforceable as such against creditors of all Collections with regard thereto, any and purchasers all amounts now or hereafter due to the Seller from the Borrower; the Collateral is comprised of InstrumentsReserve Account and replacements and proceeds thereof, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property any and Proceeds and such other categories of collateral under the applicable UCC as to all amounts which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited may become due to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Seller from ACC with respect to the Accounts balance of the Purchase Price due with respect to any Commercial Receivable purchased by ACC hereunder, all funds on deposit in any lockbox, each of the foregoing and all certificates and instruments, if any, from time to time evidencing the Reserve Account and the Lockbox Accounts, if any, and funds on deposit therein, all claims thereunder or in connection therewith all interest dividends, moneys, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all proceeds and amounts received or receivable under any or all of the foregoing and (cii) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts Agreement shall constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions agreement 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject amended from time to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivetime.

Security Interest. This Agreement creates a valid Upon (i) the Initial Purchasers’ payment for the Securities in accordance with the terms hereof and continuing Lien on (ii) the filing of the appropriate Uniform Commercial Code (“UCC”) financing statements and the taking of other actions, in each case as further described herein, in the Collateral Documents and in favor the Indenture, the security interests of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; Trustee and the Borrower has not instructed other Parity Lien Representatives, for the benefit of the holders of the Securities Intermediary to comply with and the entitlement order other Parity Lien Debt, and the liens on the rights of any Person other than the Issuers and the Guarantors, in the Collateral Agent; provided that, until the Collateral Agent delivers will be a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower valid and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a perfected security interest in all Collateral that can be perfected by the Collateral Obligations hereunder filing of a UCC-1 financing statement under the UCC as in effect in any applicable jurisdiction, and the liens will have the priority described in the Time of Sale Information and the Offering Memorandum subject to Permitted Liens, except as the Collateral Agent, on behalf enforcement thereof may be limited by the Enforceability Exceptions. As of the Secured Parties; the Borrower has taken all necessary steps to file or authorize Closing Date, the filing of all appropriate necessary UCC financing statements in the proper filing office offices will have been duly made or taken and will be in full force and effect, in each case, to the appropriate jurisdictions under Applicable Law extent required by the applicable Collateral Document. As of the Closing Date, the Collateral Trustee shall have possession and control of all Collateral for which the Collateral Documents require such possession or control as of the Closing Date, in order to perfect accordance with the security interest in that portion terms of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 Documents. Upon the due execution and delivery of the UCC Mortgages, each Mortgage will be effective to create a valid trust or mortgage lien, as applicable, in effect favor of the Collateral Trustee in Delaware; all original executed copies the right, title and interest of each underlying promissory note constituting or evidencing any Collateral Obligation have been orthe Issuers and the Guarantors in the Mortgaged Property described therein, subject to Permitted Liens, and each such Mortgage, upon recording in the delivery requirements contained herein and/or Section 18.3proper recorders’ offices or appropriate public records and upon payment of the mortgage recording fees and taxes in respect thereof, will be delivered constitute constructive notice to third parties of the lien of such Mortgage, and each of the trust or mortgage liens, as applicable, will have the priority described in the Time of Sale Information and the Offering Memorandum subject to Permitted Liens. Upon recording of the Mortgages in the proper recorders’ offices or appropriate public records with respect to the Collateral Custodian; described therein constituting personal property and Fixtures (as defined in the Borrower has receivedUCC) (the “Mortgage Personal Property Collateral”), or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf security interests of the Collateral Agent Trustee, for the benefit of the Secured Parties; none of Trustee and the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedother Parity Lien Representatives, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; holders of the Securities and the other Parity Lien Debt and the liens on the rights of the Issuers and the Guarantors in the case of an Uncertificated SecurityMortgage Personal Property Collateral will constitute a valid, by (A) causing perfected security interest in the Collateral Custodian Mortgage Personal Property Collateral, subject to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivePermitted Liens.

Security Interest. This Agreement creates a valid a. Although the parties intend that all Transactions hereunder be sales and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, purchases and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien loans (other than Permitted Liensfor accounting and tax purposes); , in the Borrower has received all consents event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and approvals required by the terms of any Collateral Obligation hereby grants, assigns and pledges to the transfer and granting of Buyer a fully perfected first priority security interest in the Collateral Obligations hereunder Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), on behalf any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, each Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Secured Parties; the Borrower has taken all necessary steps to file Purchased Assets (including, without limitation, any other accounts) or authorize the filing of all appropriate financing statements any interest in the proper filing office in Purchased Assets, and any proceeds (including 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes any of the foregoing and any other property, rights, title or interests as are specified on a Certificated SecurityTransaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller agrees to execute, deliver and/or file such certificated documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security has been delivered interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Collateral Custodian andRepurchase Assets, if in registered formas the Buyer, has been specially Indorsed (within at its option, may deem appropriate. The Seller shall pay the meaning of the UCC) filing costs for any financing statement or statements prepared pursuant to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or in Section 18.311.3, will be delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Agent that the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been and at such time are pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Document Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Securities Intermediary has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid Upon (i) each Purchaser’s payment for the Notes in accordance with the terms hereof and continuing Lien on (ii) the filing of the appropriate Uniform Commercial Code (“UCC”) financing statements and the taking of other actions, in each case as further described herein, in the Collateral Documents and in favor the Indenture, the security interests of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; Trustee and the Borrower has not instructed other Parity Lien Representatives, for the Securities Intermediary to comply with benefit of the entitlement order holders of any Person the Notes and the other than Parity Lien Debt, and the liens on the rights of the Issuers and the Guarantors, in the Collateral Agent; provided that, until the Collateral Agent delivers will be a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower valid and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a perfected security interest in all Collateral that can be perfected by the Collateral Obligations hereunder to filing of a UCC-1 financing statement under the Collateral Agent, on behalf UCC as in effect in any applicable jurisdiction. As of the Secured Parties; the Borrower has taken all necessary steps to file or authorize Closing Date, the filing of all appropriate necessary UCC financing statements in the proper filing office offices will have been duly made or taken and will be in full force and effect, in each case, to the appropriate jurisdictions under Applicable Law extent required by the applicable Collateral Document. As of the Closing Date, the Collateral Trustee shall have possession and control of all Collateral for which the Collateral Documents require such possession or control as of the Closing Date, in order to perfect accordance with the security interest in that portion terms of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 Documents. Upon the due execution and delivery of the UCC Additional Mortgage Instruments, each Mortgage will be effective to create a valid trust or mortgage lien, as applicable, in effect favor of the Collateral Trustee in Delaware; all original executed copies the right, title and interest of each underlying promissory note constituting or evidencing any Collateral Obligation have been orthe Issuers and the Guarantors in the Premises (as defined in the Indenture) described therein, subject to Permitted Liens, and each such Mortgage, assuming the delivery requirements contained herein and/or Section 18.3proper recordation thereof in the proper recorders’ offices or appropriate public records and assuming payment of the mortgage recording fees and taxes in respect thereof, will be delivered constitute constructive notice to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf third parties of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower lien of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveMortgage.

Security Interest. This Agreement creates a valid Grantor agrees to execute such financing statements and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, to take whatever other actions are requested by Lender to perfect and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a continue Lender's security interest in the Collateral Obligations hereunder Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. When applicable law provides more than one method of perfection of Lender's security interest, Lender may choose the method(s) to be used. Upon request of Lender, Grantor will sign and deliver any writings necessary to perfect Lender's security interest. If the Collateral Agentconsists of investment property for which no certificate has been issued, Grantor agrees, at Lender's option, either to request issuance of an appropriate certificate or to execute appropriate instructions on behalf of Lender's forms instructing the Secured Parties; issuer, transfer agent, mutual fund company, or broker, as the Borrower has taken all necessary steps case may be, to file record on its books or authorize the filing of all appropriate financing statements records, by book-entry, initial transaction statement, registered by pledge, or otherwise, Lender's security interest in the proper filing office in Collateral. Grantor hereby appoints Lender as its irrevocable attorney-in-fact for the appropriate jurisdictions under Applicable Law in order purpose of executing any documents necessary to perfect or to continue the security interest granted in that portion this Agreement. Lender may at any time, and without further authorization from Grantor file a carbon, photographic facsimile, or other reproduction of any financing statement. Grantor will reimburse Lender for all expenses for the perfection, termination, and the continuation of the Collateral in which a perfection of Lender's security interest may be perfected by filing pursuant to Article 9 of in the UCC as Collateral. Grantor promptly will notify Lender before any change in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing Grantor's name including any Collateral Obligation have been or, subject change to the delivery requirements contained herein and/or Section 18.3, assumed business names of Grantor. Grantor also promptly will be delivered notify Lender of any change in Grantor's Social Security Number or Employer Identification Number. Grantor represents and warrants to the Collateral Custodian; the Borrower Lender that Grantor has received, provided Lender with Grantor's correct Social Security Number or subject to the delivery requirements contained herein will receive, Employer identification Number and that Grantor has no other Social Security or Employer Identification Numbers. Grantor promptly shall notify lender should Grantor apply for or obtain a written acknowledgment from the Collateral Custodian that the Collateral Custodian new Social Security or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.Employer Identification Number. All

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be sales and continuing Lien on purchases and not loans, in the Collateral in favor event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by Sellers of the Collateral AgentObligations and hereby grants, on behalf of the Secured Parties, which security interest is validly assigns and pledges to Buyer a fully perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a first priority security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the Collateral Agentextent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), on behalf of any Property relating to the Secured Parties; Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the Borrower has taken all necessary steps related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to file or authorize the filing of all appropriate financing statements which such amount is deposited, Interest Rate Protection Agreements (which interest in the proper filing office Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein) accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the appropriate jurisdictions under Applicable Law in order to perfect Purchased Mortgage Loans, and any proceeds (including 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes any of the foregoing and any other property, rights, title or interests as are specified on a Certificated SecurityTransaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Sellers agree to execute, deliver and/or file such certificated documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security has been delivered interest created hereby. Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to the Collateral Custodian andRepurchase Assets, if in registered formas the Buyer, has been specially Indorsed (within at its option, may deem appropriate. The Sellers shall pay the meaning of the UCC) filing costs for any financing statement or statements prepared pursuant to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section."

Security Interest. This To secure each Merchant’s performance obligations to ALPINE under this Agreement creates and any future agreement with ALPINE, each Merchant hereby grants to ALPINE a valid security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and continuing Lien on the Collateral in favor other receivables, as those terms are defined by Article 9 of the Collateral AgentUniform Commercial Code (the “UCC”), on behalf of the Secured Partiesnow or hereafter owned or acquired by any Merchant; and (b) all proceeds, which security interest as that term is validly perfected under defined by Article 9 of the UCC, . The parties acknowledge and is enforceable as such against creditors of agree that any security interest granted to ALPINE under any other agreement between any Merchant or I have read and purchasers from agree to the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property terms and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as conditions set forth herein; above: Guarantor and ALPINE (the “Cross-Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for or the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Cross-Collateral, as applicable. Each Merchant agrees to comply with the entitlement order of execute any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined documents or take any action in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance connection with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title Agreement as ALPINE deems necessary to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a perfect or maintain ALPINE’s first priority security interest in the Collateral Obligations hereunder and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes ALPINE to file any financing statements deemed necessary by ALPINE to perfect or maintain ALPINE’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to ALPINE with respect to the Collateral Agentand the Cross-Collateral, on behalf of and that any subsequent lienor may be tortiously interfering with ALPINE’s rights. Each Merchant shall be liable for and ALPINE may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by ALPINE in protecting, preserving, and enforcing ALPINE’s security interest and rights. Each Merchant further acknowledges that ALPINE may use another legal name and/or D/B/A or an agent when designating the Secured Parties; Party when ALPINE files the Borrower has taken all necessary steps to file or authorize the filing of all appropriate above-referenced 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivestatement(s).

Security Interest. This Agreement creates Note is secured by a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as granted to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; Holder pursuant to a Security Agreement, as delivered by Borrower to Holder. The Borrower acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against the Borrower has not instructed the Securities Intermediary to comply with the entitlement order Borrower, or if any of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Security Agreement)) should become the subject of any bankruptcy or insolvency proceeding, then the Holder should be entitled to, among other relief to which the Holder may be entitled under this Note and any other agreement to which the Borrower and Holder are parties (collectively, "Loan Documents") and/or applicable law, an order from the Servicer court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Holder to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. THE BORROWER EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, THE BORROWER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE HOLDER TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. The Borrower hereby consents to any motion for relief from stay that may cause cash be filed by the Holder in the Accounts to be invested any bankruptcy or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; insolvency proceeding initiated by or against the Borrower owns and, further, agrees not to file any opposition to any motion for relief from stay filed by the Holder. The Borrower represents, acknowledges and has good agrees that this provision is a specific and marketable title material aspect of the Loan Documents, and that the Holder would not agree to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of the Loan Documents if this waiver were not a part of this Note. The Borrower further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Holder nor any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, person acting on behalf of the Secured Parties; Holder has made any representations to induce this waiver, that the Borrower has taken all necessary steps been represented (or has had the opportunity to file or authorize the filing of all appropriate financing statements he represented) in the proper filing office signing of this Note and the Loan Documents and in the appropriate jurisdictions under Applicable Law in order to perfect making of this waiver by independent legal counsel selected by the security interest in Borrower and 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; discussed this waiver with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivecounsel.

Security Interest. This Agreement creates a valid Borrower hereby pledges and grants to Lender an irrevocable and continuing Lien on first-priority security interest in all of its right, title, and interest in and to the Collateral in favor (as such term is defined below), to secure the prompt payment and performance of the Collateral Agentall of Borrower’s present and future debts, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCobligations, and is enforceable liabilities of whatever nature to Lender, including, without limitation, all obligations of Borrower arising from or relating to this Note. Bxxxxxxx hereby agrees to execute and deliver such further documentation and take such further actions as such against creditors of Lxxxxx may request in order to enforce and purchasers from protect the Borrower; the Collateral is comprised of Instrumentsaforesaid security interest, Security Entitlementsincluding, General Intangibleswithout limitation, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property one or more account control agreements by and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than among the Borrower, Lender and any bank where the Borrower maintains any deposit accounts that are subject to Lxxxxx’s security interest hereunder. Borrower hereby authorizes Lxxxxx to notify any account debtor on any accounts that are the Lien subject of Lxxxxx’s security interest hereunder of the Collateral Agent for the benefit existence of Lxxxxx’s interest and further, such notices may direct that after an Event of Default, any further payments shall be made directly to Lender. Bxxxxxxx authorizes Lxxxxx to collect and enforce any of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply Collateral, with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts proceeds to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title applied to the Collateral free indebtedness outstanding hereunder, without liability to Borrower in connection with any such collection or enforcement and clear of any Lien (other than Permitted Liens); the provided Borrower has received all consents shall pay costs incurred by Lxxxxx, including reasonable attorneys’ fees and approvals required by the terms of any Collateral Obligation costs, for such collection and enforcement. Borrower hereby authorizes Lender to the transfer and granting of a perfect its security interest in the Collateral Obligations hereunder to the Collateral Agentincluding, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file without limitation, filing, amending, and renewing one or authorize the filing of all appropriate financing more UCC-1 Financing Statements or continuation statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order respect thereof, and amendments thereto, relating to perfect the security interest in that portion all or any part of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 without the prior approval or signature of the UCC Borrower where permitted by law and at Borrower’s expense. Without first obtaining Lxxxxx’s prior written consent and so long as in effect in Delaware; all original executed copies of each underlying promissory note constituting any amounts under this Note or evidencing any Collateral Obligation have been orthe Agreement remain owing, subject to the delivery requirements contained herein and/or Section 18.3Borrower shall not move, will be delivered to sell, transfer, assign, dispose, or encumber the Collateral Custodian; outside the ordinary course of Borrower’s business. Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from shall adequately insure the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; full replacement value and in the case of conformity with industry standard practices and shall list Lender as an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveadditional insured.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the Collateral in favor overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other Notes Obligations of the Issuers and the Guarantors to the Holders, the Trustee or the Collateral AgentAgent under this Indenture (including, on behalf without limitation, the Note Guarantees), the Notes and the Security Documents, according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Secured PartiesSecurity Documents (including, which security interest is validly perfected under Article 9 without limitation, the provisions providing for the possession, use, foreclosure and release of Collateral) and the UCCIntercreditor Agreement, and is enforceable in each case as such against creditors of and purchasers the same may be in effect or may be amended from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as time to which the Borrower has complied time in accordance with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts terms and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable authorizes and directs the Collateral Agent to obtain Control with respect enter into the Security Documents (including, without limitation, the Intercreditor Agreement) and to perform its obligations and exercise its rights thereunder in accordance therewith. The Collateral Agent, in its capacity as Authorized Representative for the Notes Obligations, and each Holder acknowledges and agrees that upon such Authorized Representative’s entry into the Intercreditor Agreement, such Authorized Representative and each Holder, by its acceptance thereof, will be subject to and bound by the provisions of the Intercreditor Agreement as Notes Secured Parties. The Issuers will deliver to the Accounts Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than this Indenture and of the BorrowerNotes secured hereby, subject according to the intent and purposes herein expressed. The Issuers will take, and will cause its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)itself, the Borrower Trustee and the Servicer may cause cash in Holders, equally and ratably with all Indebtedness owing under the Accounts Park Credit Agreements and the 2025 Senior Secured Notes, superior to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); , in each case, to the Borrower has received all consents and approvals extent required by the terms of any Collateral Obligation to the transfer Security Documents and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveIntercreditor Agreement.

Security Interest. This Agreement creates Mortgage is also intended to encumber and create a valid security interest in, and continuing Lien Mortgagor hereby grants to Mortgagee a security interest in, all sums on deposit with Mortgagee pursuant to the Collateral provisions of Section 1.6, Section 1.7, Section 1.8 and Section 1.34 hereof or any other Section hereof or of any other Loan Document and all fixtures, chattels, accounts, equipment, inventory, contract rights, general intangibles and other personal property included within the Mortgaged Property, all renewals, replacements of any of the aforementioned items, or articles in favor substitution therefor or in addition thereto or the proceeds thereof (said property is hereinafter referred to collectively as the "Collateral"), whether or not the same shall be attached to the Premises or the Improvements in any manner. It is hereby agreed that to the extent permitted by law, all of the foregoing property is to be deemed and held to be a part of and affixed to the Premises and the Improvements. The foregoing security interest shall also cover Mortgagor's leasehold interest in any of the foregoing property which is leased by Mortgagor. Notwithstanding the foregoing, all of the foregoing property shall be owned by Mortgagor and no leasing or installment sales or other financing or title retention agreement in connection therewith shall be permitted without the prior written approval of Mortgagee. Mortgagor shall, from time to time upon the request of Mortgagee, supply Mortgagee with a current inventory of all of the property in which Mortgagee is granted a security interest hereunder, in such detail as Mortgagee may reasonably require. Mortgagor shall promptly replace all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien or security interest of this Mortgage when worn or obsolete with Collateral comparable to the worn out or obsolete Collateral when new and will not, without the prior written consent of Mortgagee, remove from the Premises or the Improvements any of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title subject to the Collateral lien or security interest of this Mortgage except such as is replaced by an article of equal suitability and value as above provided, owned by Mortgagor free and clear of any Lien (lien or security interest except that created by this Mortgage and the other than Permitted Liens); Loan Documents. All of the Borrower has received all consents Collateral shall be kept at the location of the Premises except for financial and approvals accounting records which are maintained at the principal place of business of Mortgagor or as otherwise required or permitted by the terms of the Loan Documents. Mortgagor shall not use any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 violation of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting any applicable statute, ordinance or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinsurance policy.

Security Interest. This Agreement creates Following satisfaction of the Assumption Conditions, the due and punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), on the Notes and performance of all other obligations of Xxxxxxx to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Parity Lien Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Parity Lien Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Trustee to enter into the Parity Lien Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. Following satisfaction of the Assumption Conditions, Xxxxxxx will deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Parity Lien Security Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Parity Lien Security Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Parity Lien Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. Following satisfaction of the Assumption Conditions, Xxxxxxx will take, and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Parity Lien Security Documents to create and maintain, as security for the Obligations of Xxxxxxx hereunder, a valid and continuing enforceable perfected first priority Lien in and on all the Collateral Collateral, in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Holders of Notes, superior to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens. Prior to satisfaction of the Assumption Conditions, the due and punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law); , on the Borrower has received Notes and performance of all consents other obligations of the Issuer to the Holders of Notes or the Trustee under this Indenture and approvals required by the Notes, according to the terms of any Collateral Obligation to the transfer and granting of a security interest hereunder or thereunder, are secured as provided in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveEscrow Agreement.

Security Interest. This Agreement creates Assignment constitutes either: (i) a ----------------- valid transfer and continuing Lien on assignment to the Collateral Trust of all right, title and interest of Chase USA in favor of and to Receivables now existing and hereafter created in the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCAdditional Accounts designated hereby, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)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 Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the transfer Finance Charge Account and granting the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a grant of a security interest (as defined in the Collateral Obligations hereunder UCC) in such property to the Collateral AgentTrust, on behalf which is enforceable with respect to existing Receivables of the Secured PartiesAdditional Accounts, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Borrower has taken all necessary steps grant of a security interest to file or authorize the Trust in such property, upon the filing of all appropriate a financing statements statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the proper filing office case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the appropriate jurisdictions under Applicable Law in order UCC) thereof, and Insurance Proceeds relating to perfect such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant such property (subject to Article 9 Section 9-306 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or), subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf except for Liens permitted under subsection 2.5(b) of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Pooling and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveServicing Agreement.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral), the Intercreditor Agreement and the Junior Lien Intercreditor Agreement, in each case as the same may be in effect or may be amended from time to time in accordance with its terms, and authorizes and directs the Collateral Agent to enter into the Security Documents and the Trustee and the Collateral Agent to enter into the Intercreditor Agreement and, when effective, the Junior Lien Intercreditor Agreement and to perform their respective obligations and exercise their respective rights thereunder in favor of accordance therewith. The Trustee and the Collateral Agent, on behalf each in its capacity as an Additional Senior Class Debt Representative (under and as defined in the Intercreditor Agreement) and each Holder of the Secured PartiesNotes acknowledges and agrees that upon the Additional Senior Class Debt Representatives’ entry into the Intercreditor Joinder Agreement, which security interest is validly perfected under Article 9 the Additional Senior Class Debt Representatives and each Holder of the UCCNotes, by its acceptance thereof, will be subject to and is enforceable bound by the provisions of the Intercreditor Agreement as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC Additional First-Lien Secured Parties (as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited defined therein). The Company will deliver to the Accounts and the Securities Intermediary has agreed Trustee copies of all documents delivered to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts Security Documents, the Intercreditor Agreement or, when effective, the Junior Lien Intercreditor Agreement, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than this Indenture and of the BorrowerNotes secured hereby, subject according to the intent and purposes herein expressed. The Company will take, and will cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)itself, the Borrower Trustee and the Servicer may cause cash in Holders of Notes, equally and ratably with all Indebtedness owing under the Accounts Senior Credit Facilities and the 2023 Notes, superior to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title prior to the Collateral free rights of all third Persons and clear of any Lien (subject to no other Liens than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

Security Interest. This Although Amerihome intends that all Transactions under the Repurchase Agreement creates be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Amerihome shall be deemed to have pledged, and hereby does pledge, to Buyer as security for the performance by Amerihome of its obligations under each such Transaction, and all of Amerihome payment and performance obligations under the Transaction Documents, and shall be deemed to have granted, and hereby does grant, to Buyer a valid security interest in, all of Amerihome’s now existing or hereafter acquired or arising right, title and continuing Lien on interest in, to and under the Collateral in favor Purchased Eligible Loans with respect to all Transactions under the Repurchase Agreement and all related (i) loan documents, files and records of the Collateral Agentmortgagee for such Mortgage Loan, on behalf (ii) Income, any prepayments, insurance and other proceeds, (iii) Servicing Rights and other rights to service or subservice such Mortgage Loan and the proceeds thereof, and (iv) other rights, interests, benefits, security, proceeds, remedies, claims and covenants of the Secured Partieslender or mortgagee arising from or in connection with such Mortgage Loan. In connection with such security interest, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral Amerihome hereby authorizes Buyer to file any financing or continuation statement under the applicable UCC Uniform Commercial Code (without the signature of Amerihome) as Buyer may deem appropriate, and appoints Buyer as Amerihome’s attorney-in-fact in accordance with Paragraph 17 of the Repurchase Agreement to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of authenticate any such Security Entitlements have been credited to the Accounts financing statement or statements in Amerihome name and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps take such other actions as Buyer deems necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect and continue the security interest granted hereby and to protect, preserve and realize upon the same (provided that Buyer will provide Amerihome with notice of Buyer’s exercise of this power of attorney within five (5) Business Days after the exercise thereof). Amerihome hereby covenants, jointly and severally, to pay all customary fees and expenses associated with perfecting such security interest including, without limitation, the cost of filing financing and continuation statements under the Uniform Commercial Code and recording assignments of mortgage as and when required by Buyer in that portion its sole discretion. This Paragraph shall constitute a security agreement, and Buyer shall have all of the Collateral in which rights of a security interest may be perfected secured party under applicable law, and Amerihome represents and warrants as to itself that each remittance of amounts by filing pursuant Amerihome to Article 9 of Buyer under the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation Repurchase Agreement will have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, (x) in payment of a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank debt incurred by an effective Indorsement or has been registered Amerihome in the name ordinary course of the Collateral Custodian upon original issue business or registration financial affairs of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Amerihome and (y) made in the case ordinary course of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner business or financial affairs of such uncertificated security and (B) causing such registration to remain effectiveAmerihome.

Security Interest. This Agreement creates will constitute a valid and continuing Lien on security agreement under the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which Uniform Commercial Code. Merchant grants to GCF a security interest is validly perfected under in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the "UCC"), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsnow or hereafter owned or acquired by Merchant, (b) all proceeds, as that term is defined in Article 9 of the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and UCC (c) the Accounts are not all funds at any time in the name Merchant's Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to GCF under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets"). Merchant agrees to provide other security to GCF upon request to secure Merchant's obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant's Account to cover GCF entitlements under this Agreement, GCF is granted a further security interest in all of Merchant's assets of any Person kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of GCF entitlements under this Agreement and any other than agreements now existing or later entered into between Merchant, GCF or an affiliate of GCF. GCF is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by GCF without notice or demand of any kind by making an immediate withdrawal or freezing the Borrower, subject Secured Assets. Pursuant to the Lien Article 9 of the Collateral Agent for Uniform Commercial Code, as amended from time to time, GCF has control over and may direct the benefit disposition of the Secured Parties; the Borrower Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder Secured Assets. With respect to such security interests and liens, GCF will have all rights afforded under the Collateral AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from GCF written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant agrees that this is a contract of recoupment and GCF is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties; Assets. Nevertheless, Merchant agrees not to contest or object to any motion for relief from the Borrower has taken all necessary steps automatic stay filed by GCF. Merchant agrees to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order execute and deliver to GCF such instruments and documents GCF may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in that portion of the Collateral this Agreement. GCF is authorized to execute all such instruments and documents in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveMerchant's name.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the Collateral in favor overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other Notes Obligations of the Collateral AgentIssuer and the Guarantors to the Holders and the Trustee under this Indenture (including, on behalf without limitation, the Note Guarantees), the Notes and the Security Documents, according to the terms under this Indenture or thereunder, are secured as provided in the Security Documents. Each Holder, by its acceptance of the Secured PartiesNotes, which security interest is validly perfected under Article 9 consents and agrees to the terms of the UCCSecurity Documents (including, without limitation, the provisions providing for the possession, use, foreclosure and is enforceable release of Collateral) and the Intercreditor Agreement, in each case as such against creditors of and purchasers the same may be in effect or may be amended from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as time to which the Borrower has complied time in accordance with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts terms and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable authorizes and directs the Collateral Agent to obtain Control with respect enter into the Security Documents (including, without limitation, the Intercreditor Agreement) and to perform its obligations and exercise its rights thereunder in accordance therewith. The Trustee, in its capacity as Authorized Representative for the Notes Obligations, and each Holder acknowledges and agrees that upon such Authorized Representative’s entry into the Intercreditor Agreement, such Authorized Representative and each Holder, by its acceptance of the Notes, will be subject to and bound by the provisions of the Intercreditor Agreement as Notes Secured Parties. The Issuer will deliver to the Accounts Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and (c) will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Accounts are not provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the name Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of any Person other than this Indenture and of the BorrowerNotes secured hereby, subject according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take, upon request of the Trustee or Collateral Agent, any and all actions and make all filings, registrations and recordations (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Notes Guarantee and the Security Documents, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of itself, the Secured Parties; Trustee and the Borrower has Holders, equally and ratably with all Indebtedness owing under the Existing Credit Agreements, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens, in each case, to the extent required by the Security Documents and subject to the Intercreditor Agreement. From and after the Issue Date, if the Issuer or any Subsidiary Guarantor is required to pledge additional collateral under the Existing Credit Agreements and security agreements related thereto, the Indenture or any Security Document (excluding assets not instructed required to be Collateral pursuant to the Securities Intermediary Indenture or the Security Documents), the Issuer or such Subsidiary Guarantor will be required to comply with execute and deliver such security instruments, financing statements and such certificates as are required under the entitlement order of Indenture or any Person other than the Collateral Agent; provided that, until Security Document to vest in the Collateral Agent delivers a Notice perfected security interest (subject to Permitted Liens) in such additional collateral and to take such actions to add such additional collateral to the Collateral, and thereupon all provisions of Exclusive Control (as defined in the Account Control Agreement), the Borrower Indenture and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title Security Documents relating to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any shall be deemed to relate to such additional Collateral Obligation to the transfer same extent and granting of a security interest in with the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; same force and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveeffect.

Security Interest. This Agreement creates As security for the performance of Borrower’s obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby assigns, transfers, grants and conveys to bank a valid continuing, first priority lien and continuing Lien on security interest in one or more securities account(s) (collectively, the Collateral “Securities Account”) (including all financial assets from time to time held in favor the Securities Account (s)) established at MLPF&S and/or MLTC that have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of Pledgor’s right, title and interest in and to all monies, debts, claims, securities, securities entitlements, financial assets, investment property and other property deposited by Pledgor with or owned or owing to Pledgor by Bank or any member of the Collateral AgentXxxxxxx Xxxxx Group. Pledgor may, on behalf by notice to Bank or Xxxxxxx Xxxxx Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s MLPF&S and MTLC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are proceeds of the Secured Partiesforegoing, which and all proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such Securities Accounts. Pledgor will take all actions that Bank requests or that reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or Xxxxxxx Xxxxx Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is validly perfected under Article 9 managed by a trustee of trust and/or investment manager, the UCCtrustee and/or investment manager to whom discretionary investment authority is delegated may, to the extent permitted by the trust or relevant advisory agreement pertaining to the investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Securities Account so long as all securities and other financial assets that are purchased, and is enforceable as such against creditors the proceeds of and purchasers from the Borrower; the Collateral is comprised of Instrumentssales, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been are credited to the Accounts Securities Account; and Bank may allow the trust and/or investment manager discretion to determine which financial assets shall be sold in the even Bank elects to liquidate the financial assets in the Securities Intermediary has agreed Account, so long as the trustee and/or investment manager acts promptly to treat all assets credited to facilitate the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers liquidation. If a Notice of Exclusive Control (as defined described below) is delivered, Bank may in its sole discretion elect to terminate the ability of the trustee and/or investment manager to execute transactions in the Account Control Agreement), the Borrower and the Servicer may cause cash Securities Account. Xxxxxxx agrees to maintain financial assets in the Accounts Securities Account that have a value at least equal to the amount required by Bank from time to time (the “Maintenance Requirement”). The Maintenance Requirement shall be invested or distributed determined by Bank in accordance with its sole discretion. In its sole discretion, Bank shall determine from time to time the types of financial assets that may be maintained in the Securities Account and used as collateral under this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest . Free credit balances in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest Securities Account may be perfected by filing pursuant deposited in such accounts as Bank may permit from time to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting time. Back to Contents Bank may provide MLPF&S and/or MLTC with entitlement orders or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; instructions with respect to Collateral that constitutes a Certificated Securitythe Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of Borrower, such certificated security has been delivered Pledgor or Guarantor. MLPF&S and MLTC are not under any duty to inquire as to the Collateral Custodian andbasis for such instructions. Borrower, Pledgor and Guarantor each acknowledge the Bank has ultimate control overall such instructions made with respect to the Securities Account and if there is a conflict between the instructions Bank and Pledgor give to MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any and all notices, confirmations and statements of account for the Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and all information in registered form, its possession or control relating to the Securities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has been specially Indorsed entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in effect. XXXX&X and/or MLTC may comply with trading instructions from Pledgor (within including any authorized agent) as well as any investment manager without further consent by Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the meaning Securities account monthly but only if the value of the UCCfinancial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Xxxxxxx also agrees transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. Of there is a trustee and/or an investment manager (or authorized agent appointed by Xxxxxxx) with respect to the Collateral Custodian Securities Account to the Trustee and/or investment manager or agent are permitted without Bank’s consent so long as Borrower, Pledgor and Guarantor are not in breach of this Agreement. In the event that Borrower, Pledgor or Guarantor breach this Agreement, Bank may at any time deliver to MLPF&S and/or MLTC a “Notice of Exclusive Control” in a form Bank deems necessary. MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however either of MLPF&S or MLTC’s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the case may be. Neither MLPF&S nor MLTC will not be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will not be liable to Borrower, Pledgor or Guarantor for complying with Notice of Exclusive Control or any instructions from Bank. XXXX&X and MLTC have not duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in effect, each of MLPF&S and MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in blank by an effective Indorsement or has been registered the future, against property in the name Securities Account, except that each of MLPF&S and MLTC (greater certainty, only to the extent it is acting solely on its behalf as custodian of the Collateral Custodian upon original issue Securities Account and not as a Borrower, Pledgor or registration of transfer by Guarantor hereunder) will retain a prior lien on property in the Borrower of such Certificated Security, in each case Securities Account to be held by secure payment for property purchased fro the Collateral Custodian on behalf of the Collateral Agent Securities Account and to collect normal commisisions and fees for the benefit of the Secured Parties; Securities Account. Back to Contents This Agreement does not create any obligations form MLPF&S, MLTC or Xxxxxxx Xxxxx Group except for those expressly set forth in this Agreement. Pledgor, MLPF&S, MLTC and in Bank acknowledge that this Agreement supplements Pledgor’s Securities Account agreement and/or Advisory Agreement with MLPF&S and/or MLTC, as the case of an Uncertificated Security, by (A) causing may be with respect to the Collateral Custodian to become the registered owner of Securities Account and does not abridge any rights that MLPF&S and/or MLTC might otherwise have other than those expressly noted herein. If there is any inconsistency between this Agreement and such uncertificated security and (B) causing such registration to remain effectiveSecurities Account agreement and/or Advisory Agreement shall control.

Security Interest. This Agreement creates a valid The Collateral Documents provide, or upon application of the proceeds of the Loans to repay any Indebtedness secured thereby, the execution of the public deeds of the Release Share Pledge Agreements and continuing Lien on Effectiveness Statements and the registry of such applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), will provide, the Collateral in favor of the Collateral Agent, Agent (on behalf of the Secured Parties) with effective, which security interest is validly perfected under Article 9 valid, legally binding and enforceable first priority (as to the Liens created by the Cash Flow Trust Agreement, the Repayment Trust Agreement and the Share Pledge Agreement) and second priority (as to the Lien created by the Asset Trust Agreement) Liens on all of the UCCCollateral. The Cash Flow Trust Agreement, Asset Trust Agreement and is enforceable as such against creditors Repayment Trust Agreement create, or upon the execution of and purchasers the Effectiveness Statements will create, an estate separate (patrimonio autónomo) from the Borrower; , which is bankruptcy-remote pursuant to Applicable Law. The Collateral Agent’s security interests described above will be, upon execution of the Collateral is comprised Effectiveness Statements and the public deeds of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property the Release Share Pledge Agreements and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all registry of such Security Entitlements have been credited applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), superior and prior to the Accounts and the Securities Intermediary has agreed to treat rights of all assets credited to the Accounts as Financial Assetsthird Persons now existing or hereafter arising whether by way of Lien, assignment or otherwise (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, Liens created pursuant to the Existing Syndicated Facilities with regards to the Asset Trust Agreement). All necessary action (including as described in Section 7.04 (Approvals) and the execution of the Release Share Pledge Agreements subject to the condition of effectiveness included therein) will have been taken as of the Borrowing Date under the Applicable Laws, to release and discharge the Liens over the collateral securing the Repaid Indebtedness and, upon the execution of the Effectiveness Statements and the public deeds of the Release Share Pledge Agreements and the registry of such applicable releases in the Peruvian National Superintendency of Public Registries (Superintendencia Nacional de los Registros Públicos), establish and perfect the first priority (as to the Liens created by the Cash Flow Trust Agreement, the Repayment Trust Agreement and the Share Pledge Agreement) and second priority (as to the Lien created by the Assets Trust Agreement) Liens of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements ) in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered and to the Collateral Custodian; under the respective Applicable Law. None of the Borrower has received, or subject any of its Subsidiaries is required to the delivery requirements contained herein will receive, a written acknowledgment from provide an equal and ratable Lien on the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than third party in connection with the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer transactions contemplated by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveLoan Documents.

Security Interest. This Agreement creates The Company hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid lien in favor of the Issuer, and grants to the Issuer a security interest in the Pledged Collateral, in each case to secure the punctual payment and performance of all the Obligations. The Company covenants and agrees that (i) with respect to the Pledged Collateral consisting of each Collateral Account, the property held therein and any and all proceeds thereof, the Issuer 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 Lien on hereunder, the Issuer 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 Issuer to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Issuer except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to Section 8.06(b) and provided that, after giving effect to such substitutions, the Company is in compliance with the covenant contained in Section 5.08; (iii) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Issuer hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than Permitted Statutory Liens and the Collateral Agent, on behalf Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the termination of any Control Agreement without the prior consent of the Secured Parties, which security interest is validly perfected under Article 9 Issuer and it shall otherwise comply in all respects with the provisions of the UCC, each Control Agreement; and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (avi) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are Collateral Accounts, it shall not in the name of any Person other than the Borrower, subject give instructions or entitlement orders to the Lien of Custodian that would require the Collateral Agent Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCompany.

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be absolute sales and continuing Lien on purchases and not loans, to secure the Collateral in favor payment and performance by Seller of the Collateral Agentits obligations, on behalf of the Secured Partiesliabilities and indebtedness under each such Transaction and Seller’s obligations, which security interest is validly perfected under Article 9 of the UCC, liabilities and is enforceable as such against creditors of indebtedness hereunder and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Buyer a security interest in the Collateral Obligations hereunder Mortgage Assets in which Seller has rights or power to the Collateral Agent, on behalf transfer rights and all of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Mortgage Assets in which a security interest may be perfected by filing pursuant Seller later acquires ownership, other rights or the power to Article 9 of transfer rights. “Mortgage Assets” means (i) the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; Purchased Mortgage Loans with respect to Collateral that constitutes a Certificated Securityall Transactions hereunder (including, such certificated security has been delivered without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Collateral Custodian andMortgaged Property related to such Purchased Mortgage Loans, if in registered form(iii) all Liens securing repayment of such Purchased Mortgage Loans, has been specially Indorsed (within iv) all Income with respect to such Purchased Mortgage Loans, (v) the meaning Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements relating to the Purchased Mortgage Loans, (viii) the Income Account (together with all interest on the Income Account, all modifications, extensions and increases of the UCCIncome Account, and all sums now or at any time hereafter on deposit in the Income Account or represented by the Income Account), and (ix) all proceeds of the foregoing. Seller hereby authorizes Buyer to file such financing statements relating to the Collateral Custodian Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer reasonably deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize upon the Mortgage Assets. Seller shall pay all out-of-pocket fees and expenses reasonably incurred by Seller in blank by an effective Indorsement or has been registered in connection with perfecting such Liens including, without limitation, the name cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Collateral Custodian upon original issue or registration of transfer Mortgages as and when required by the Borrower of such Certificated Security, Buyer in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveits sole discretion.

Security Interest. This Agreement creates Security Instrument constitutes both a valid real property mortgage and continuing Lien a "Security Agreement" on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (personal property within the meaning of the UCC and other applicable law and with respect to the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements (said portion of the Property subject to the UCC) , the "Collateral"). The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower, by executing and delivering this Security Instrument, hereby grants to Lender, a first and prior security interest in the Personalty, Fixtures, Plans, Leases, Rents and Property Agreements and all other Property which is personal property to secure the payment of the Indebtedness and performance of the Obligations, subject only to Permitted Encumbrances, and agrees that Lender shall have all the rights and remedies of a secured party under the UCC with respect to such property including, without limiting the generality of the foregoing, the right to take possession of the Collateral or any part thereof, and to take such other measures as Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request or demand of Lender, during the continuance of an Event of Default, Borrower shall at its expense assemble the Collateral and make it available to Lender at the Property. Borrower shall pay to Lender on demand any and all expenses, including actual reasonable legal expenses and attorneys' fees, incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by Lender with respect to the Collateral Custodian sent to Borrower in accordance with the provisions hereof at least ten (10) Business Days prior to such action, shall constitute commercially reasonable notice to Borrower. The proceeds of any disposition of the Collateral, or in blank by an effective Indorsement or has been registered any part thereof, shall, except as otherwise provided in the name of the Collateral Custodian upon original issue Loan Documents or registration of transfer required by the Borrower of such Certificated Securitylaw, be applied by Lender in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveaccordance with Section 3.7 hereof.

Security Interest. This Agreement creates To secure payment and performance by Buyer of its obligations set forth in this Contract, Buyer hereby grants to Seller a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of in all Buyer’s rights in the UCCfollowing (collectively, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements “Collateral”): (a) all the pre-engineered and pre-manufactured steel building(s) or structure(s) and components thereof that are the subject of such Security Entitlements have been credited to this Contract (the Accounts “Building(s)”), which in the case of: (i) trussless preengineered steel buildings are comprised of arches, endwalls, base plates and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsconnectors, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; and (ii) pre-engineered steel buildings with trusses are comprised of arches, endwalls, base plates and connectors, interior structural components and related hardware, door frames, caulking, doors and related frames, hardware and accessories, including skylights, windows and frames, bolt caps, vents and insulation; (b) payments, rights to payment and other rights under contracts pursuant to which Buyer is selling the Borrower has taken all steps necessary to enable Building(s) to, or installing the Collateral Agent to obtain Control with respect to the Accounts Building(s) for, third parties, and (c) all other proceeds of the Accounts are not foregoing. Upon any default in the name payment or performance of any Person other than such obligations, Seller may declare all Buyer’s obligations under this Contract immediately due and payable and shall have the Borrower, subject remedies of a secured party as provided by law. Seller is hereby authorized to the Lien of file financing statements covering the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary and such other documents as may be needed to comply with the entitlement order of any Person other than the Collateral Agent; provided thatcreate, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested perfect or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of maintain a security interest in the Collateral Obligations hereunder to in any jurisdiction where the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps may be located. Buyer will hereafter execute such instruments and perform such acts as Seller may request to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the establish and maintain a valid and perfected security interest in that portion of the Collateral in which wherever located. Buyer hereby authorizes Seller to take such acts and to execute such documents Seller’s and/or Xxxxx’s name as may be necessary for Seller to create, perfect or maintain a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCollateral.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC-1 financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts or Deposit Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or USActive 57084911.14 -91- evidence the Collateral Obligations has any marks or notations indicating that they have been and at such time are pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effectiveeffective or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be sales and continuing Lien on the Collateral in favor of the Collateral Agentpurchases and not loans, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of event any Person other than the Borrowersuch Transactions are deemed to be loans, subject Seller hereby pledges to the Lien of the Collateral Agent Buyer as security for the benefit performance by Seller of the Secured Parties; the Borrower has not instructed the Securities Intermediary its Obligations and hereby grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Buyer a security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the Records, and all related servicing rights, the Facility Agreements (to the Collateral Agentextent such Facility Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), on behalf any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income relating to the Purchased Mortgage Loan, all Blocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to the Purchased Mortgage Loan, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Secured Parties; Purchased Mortgage Loans, and any proceeds (including the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes any of the foregoing and any other property, rights, title or interest as are specified on a Certificated SecurityTransaction Request and/or Trust Receipt and Certification, in all instances described herein, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such certificated documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security has been delivered interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Collateral Custodian and, if in registered form, has been specially Indorsed (within Repurchase Assets without the meaning signature of the UCC) Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section.

Security Interest. This Agreement creates As security for the performance of all Seller's obligations hereunder, including, but not limited to the payment of all amounts owing Purchaser, and to secure the repayment by Seller to Purchaser of any amounts which Purchaser, at its option, may hereafter loan to Seller independent of this agreement, Seller hereby grants to Purchaser a valid first priority security interest in all of Seller's presently owned or hereafter acquired a) Accounts, b) accounts receivable, c) inventory, d) insofar as they pertain to the sale of goods or services in the ordinary course of business, chattel paper and continuing Lien on contract rights, e) all books, records (computerized or manual), computer disks and software in connection with all the Collateral in favor foregoing, and f) all proceeds and products of the Collateral Agentforegoing including but not limited to insurance proceeds, on behalf of the Secured Parties, which lock box proceeds. The security interest is validly perfected under Article 9 specifically includes, without limitation, Seller's rights to any returned personal property from Account Debtors and also shall include all rights of the UCCrepleven, reclamation, and is enforceable as such against creditors stoppage in transit. In the event of and purchasers from the Borrower; the Collateral is comprised of Instrumentsany default by Seller under this Agreement and/or pursuant to any loan which Purchaser may make to Seller, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) Purchaser shall have all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control rights with respect to the Accounts and (c) aforesaid collateral of a secured party under the Accounts are not in the name of any Person other than the Borrower, subject to the Lien Uniform Commercial Code of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary state in which Seller is located. Seller agrees that it will execute and deliver to comply with the entitlement order of any Person other than the Collateral Agent; provided thatPurchaser such documents, until the Collateral Agent delivers a Notice of Exclusive Control (including financing statements, all in form satisfactory to Purchaser, as defined in the Account Control Agreement)Purchaser shall, the Borrower and the Servicer may cause cash in the Accounts from time to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order time desire to perfect the security interest granted to it hereunder. In addition, at Purchaser's request Seller agrees to enter into and execute, a lock box agreement with a bank designated by Purchaser in that portion form satisfactory to Purchaser to be applicable to the full term of this Agreement and thereafter so long as any amounts are, or may be, owed to Purchaser hereunder. Notwithstanding anything to the contrary herein contained, provided Seller is not in default hereunder, Purchaser shall subordinate its security interest in the inventory for the purpose of Seller obtaining a loan secured by Seller's inventory. All other terms and conditions of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of Agreement remain the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orsame. Dated: November 25, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.1997

Security Interest. This Agreement creates The Obligations under the Notes will be secured by a perfected Lien on the Company’s and each Guarantor’s right, title and interest in, to and under the Collateral, having priority specified in the Collateral Documents. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents (including, without limitation, the provisions providing for release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms. The Company and each Guarantor shall deliver to the Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Collateral Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Collateral Documents, to assure and confirm to the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Collateral Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Company and each Guarantor will take any and all actions (including those requested by the Trustee or the Collateral Trustee) reasonably required to cause the Collateral Documents to create and maintain, as security for the obligations of the Company and each Guarantor hereunder, a valid and continuing enforceable perfected Lien having priority specified in the Collateral Documents in and on all the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary . Each Holder, by accepting a Note, will be deemed to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower have authorized and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title consented to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required appointment by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion Trustee of the Collateral Trustee in which a security interest may be perfected by filing pursuant Section 14.02 and to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to irrevocably authorized the Collateral Custodian; the Borrower has receivedTrustee, or subject to the delivery requirements contained herein will receive, a written acknowledgment from act as its agent under the Collateral Custodian that Documents and to have irrevocably authorized the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute Documents or evidence the Collateral Obligations has other documents to which it is a party, together with any marks or notations indicating that they have been pledgedother rights, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed powers and discretions as are reasonably incidental thereto and (within the meaning of the UCCii) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in execute each case document expressed to be held executed by the Collateral Custodian Trustee on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveits behalf.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption, prepayment, demand or otherwise, and interest on the overdue principal of, premium on, if any, or interest on, the Notes and performance of all other obligations of the Company and any Guarantor to the Holders of Notes, the Trustee and the Second Lien Collateral Agent under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in favor the Collateral Agreements and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Agreements and the Securities Intermediary has agreed to treat all assets credited to Intercreditor Agreement (including, without limitation, the Accounts as Financial Assets, (b) provisions providing for foreclosure and release of Collateral and authorizing the Borrower has taken all steps necessary to enable the Second Lien Collateral Agent to obtain Control enter into any Collateral Agreement or the Intercreditor Agreement on its behalf) as the same may be in effect or may be amended or otherwise modified from time to time in accordance with respect their terms and authorizes and appoints Xxxxx Fargo Bank, National Association as the Trustee and as the Second Lien Collateral Agent, and authorizes and directs the Second Lien Collateral Agent to enter into the Collateral Agreements and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Trustee and the Second Lien Collateral Agent shall be entitled to all rights, privileges, immunities and protections set forth in this Indenture, including but not limited to its right to be compensated, reimbursed and indemnified, in the acceptance, execution, delivery and performance of the Collateral Agreements and the Intercreditor Agreement as though fully set forth therein. The Company and each of the Guarantors consents and agrees to be bound by the terms of the Collateral Agreements, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Company will deliver to the Accounts and (c) Trustee copies of all documents delivered to the Accounts are not in Second Lien Collateral Agent pursuant to the name of any Person other than the BorrowerCollateral Agreements, and, subject to the Lien limitations set forth in Section 15.11(a), the Company will, and the Company will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be required by the provisions of the Collateral Agreements to assure and confirm to the Trustee that the Second Lien Collateral Agent holds for the benefit of the Secured Parties; Trustee and the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than Holders duly created, enforceable and perfected Liens as contemplated by the Collateral Agent; provided thatAgreements and the Intercreditor Agreement or any part thereof, until as from time to time constituted. Subject to the Collateral Agent delivers a Notice of Exclusive Control (as defined limitations set forth in the Account Control AgreementSection 15.11(a), the Borrower Parent will take, and will cause its Subsidiaries to take (including as may be requested by the Servicer may Trustee), any and all actions reasonably required to cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free Agreements to create and clear maintain, as security for the Obligations of the Company and any Lien (Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected second-priority Liens in and on all of the Collateral ranking in right and priority of payment as set forth in this Indenture, Intercreditor Agreement and subject to no other Liens other than Permitted Liens); the Borrower has received all consents and approvals required as permitted by the terms of any Collateral Obligation to this Indenture and the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveIntercreditor Agreement.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) In order to secure the Draw Downs, the Debtor hereby assigns and grants to the Secured Party a first lien and security interest in and to the collateral consisting of the following: (i) Debtor's right to receive any and all monies now or hereafter payable to the Debtor from the Secured Party under the Distribution Agreement; (ii) Debtor's right to receive any and all monies now or hereafter payable to the Debtor by the advertisers in the Debtor's publications. Annexed hereto is a schedule of the names and addresses of the advertisers ("Schedule of Advertisers") which schedule also shows the amount each advertiser currently owes. (iii) Debtor's right, title, and interest, both present and future, include all rights of copyright and trademark, in and to the Publications and their titles, and Debtor's right title and interest in any subsequently published titles or publications not now in existence, including all rights of copyright and trademark. All of the foregoing collateral shall hereafter collectively be referred as "the Collateral". Of the Collateral referred to in sub-paragraphs (i) and (ii) above, now or hereafter existing, at various times hereafter shall be referred to as "Assigned Accounts". Included in the right to receive the monies due on the Assigned Accounts, is the Secured Party's right to the Assigned Accounts themselves and the Secured Party's right to enforce collection of such Security Entitlements have been credited monies with expenses of collection chargeable to the Accounts and Debtor. Debtor shall update the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsschedule of Advertisers every three months commencing July 1, 1996. (b) Upon five business days written notice, the Borrower has taken all steps necessary Secured Party and its agents and accountants may from time to enable time, at Debtor's expense, inspect the Collateral Agent to obtain Control with respect Debtor's books and records pertaining to the Accounts Collateral, and to take such extracts therefrom as deemed advisable. (c) Debtor shall cause its accounts receivable ledger, and other books and records pertaining to the Assigned Accounts, to be marked or notated to reflect the assignment and security interest granted hereunder in a form acceptable to the Secured Party. (d) Until there is an "event of default", Debtor, as agent of Secured Party, shall continue to collect the Assigned Accounts are not in the same manner as the Debtor has heretofore collected such accounts and deposit same in Debtor's bank accounts for use by Debtor in paying its debts and obligations incurred in the ordinary course of Debtor's business. Upon the happening of an event of default, all monies received on account of the Assigned Accounts ("Proceeds") shall be promptly transferred in form received to the Secured Party, except for Debtor's indorsement when required, and until the Proceeds are so transferred to the Secured Party, same shall be held in trust in the hands of the Debtor, its officers, agents and employees, for the Secured Party and shall not be commingled with any other funds or property of Debtor. (e) Upon the happening of an event of default: (i) the secured party may notify each advertiser to remit the amount the advertiser owes to the Debtor to the Secured Party; (ii) the Secured Party may also request the Debtor to give notice with all bills and statements that the account bas been assigned to Secured Party and that the debt arising from each account is due and payable to the Secured Party; (iii) the Secured Party may indorse the Debtor's name on all notes, checks and commercial paper of any Person other than kind on any Proceeds received from the BorrowerAssigned Accounts; (iv) the Secured Party, subject or any of its officers, agents or employees, is hereby irrevocably appointed the agent and attorney for the Debtor to permit the Secured Party to withdraw Proceeds from any bank or trust company; and any bank or trust company upon receiving a true or certified copy of this Agreement is hereby irrevocably authorized to permit such withdrawals without inquiry as to the Lien circumstances of indorsement, without inquiring as to the purpose of withdrawal, and without responsibility for the application by the Secured Party of the Collateral Agent Proceeds so withdrawn; (v) the Secured Party may without notice to Debtor, extend the time of payment of, compromise, or settle for cash, credit, or otherwise any Assigned Account, and thereby discharge or release the person or persons liable for the benefit payment of such account; and the Secured Party shall not be liable for so doing to the Debtor; and the Secured Party shall not be liable to the Debtor for Secured Party's failure to collect any of the Secured Parties; Assigned Accounts. (vi) The Collateral consisting of the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatPublications, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)both now or hereafter existing, the Borrower their copyright and the Servicer may cause cash in the Accounts to trademarks, shall be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title promptly turned over to the Collateral free Secured Party's possession, management and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest control in the Collateral Obligations hereunder to the Collateral Agent, on behalf of such manner as the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveParty shall direct.

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be sales and continuing Lien on the Collateral in favor of the Collateral Agentpurchases and not financings, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of event any Person other than the Borrowersuch Transactions are deemed to be financings, subject each Seller hereby pledges to the Lien of the Collateral Administrative Agent for the benefit of the Secured Parties; Buyers as security for the Borrower has not instructed the Securities Intermediary performance by such Seller of its Obligations and hereby grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Administrative Agent for the benefit of the Secured Parties; none of Buyers a fully perfected first priority security interest in the underlying promissory notes that constitute or evidence Purchased Mortgage Loans, the Collateral Obligations has Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any marks or notations indicating that they have been pledgedProperty relating to the Purchased Mortgage Loans, assigned or otherwise conveyed all insurance policies and insurance proceeds relating to any Person Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers in escrow accounts) and any other than contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Collateral Agent on behalf of Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Secured Parties; Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning any of the UCC) foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”); provided, however, as to any Purchased Mortgage Loan the Collateral Custodian or security interest shall automatically terminate upon payment in blank by an effective Indorsement or has been registered in the name full to Administrative Agent of the Collateral Custodian upon original issue or registration of transfer by the Borrower of Repurchase Price with respect thereto. Sellers agree to execute, deliver and/or file such Certificated Security, in each case documents and perform such acts as may be reasonably necessary to be held by the Collateral Custodian on behalf of the Collateral Agent fully perfect Administrative Agent’s security interest created hereby for the benefit of the Secured Parties; and in Buyers. Furthermore, the case of an Uncertificated SecuritySellers hereby authorize the Administrative Agent to file financing statements relating to the Repurchase Assets, by (A) causing as the Collateral Custodian Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section.

Security Interest. This Agreement creates a valid and continuing Lien on MERCHANT GRANTS SERVICERS A LIEN AND SECURITY INTEREST IN THE SETTLEMENT ACCOUNT, THE RESERVE ACCOUNT, ALL CARD TRANSACTIONS (INCLUDING FUTURE CARD TRANSACTIONS), ANY RIGHTS TO RECEIVE CREDITS OR PAYMENTS UNDER THIS AGREEMENT, AND ALL DEPOSITS AND OTHER PROPERTY OF MERCHANT THAT SERVICERS OR ITS AFFILIATES POSSESS OR MAINTAIN (INCLUDING ALL PROCEEDS OF THE FOREGOING), AND MERCHANT SHALL EXECUTE, DELIVER AND PAY THE FEES FOR ANY DOCUMENTS SERVICERS REQUEST TO CREATE, PERFECT, MAINTAIN AND ENFORCE THIS SECURITY INTEREST. TO THE EXTENT PERMITTED BY LAW, MERCHANT IRREVOCABLY AUTHORIZES SERVICERS TO EXECUTE ANY FINANCING STATEMENTS OR OTHER DOCUMENTS NECESSARY RELATED TO THIS SECURITY INTEREST. Servicers shall also be the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name beneficiary of any Person other than the Borrowerinsurance, subject to the Lien surety bond or similar indemnity or guaranty (whether voluntary or required by law) of the Collateral Agent Merchant or for the benefit of Merchant, and Merchant assigns to Servicers the Secured Parties; rights to make claims or receive the Borrower benefits thereof with respect to Card transactions hereunder. Merchant represents and warrants that no other person or entity has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder property described herein and that this security interest is a first lien security interest and secures Merchant's obligations to Servicers under this Agreement. Servicers shall have all rights of a secured party and Merchant must obtain the Collateral Agent, on behalf prior written consent of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the Servicers before granting any subsequent security interest in the property described herein. Xxxxxxxx agrees that portion of it is Xxxxxxxx's intent that these accounts and secured property shall to the Collateral in which a security interest may extent allowed by applicable law not be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3any preference, will be delivered to the Collateral Custodian; the Borrower has receivedclaim, or subject stay by reason of any bankruptcy or insolvency law. Xxxxxxxx agrees to act consistently with the delivery requirements contained herein will receiveunderstanding that said accounts and secured property under this Agreement are free of all such preferences, a written acknowledgment from the Collateral Custodian that the Collateral Custodian claims or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf stays by reason of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has and as allowed by any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivelaw.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed (as defined in the Account Control Agreement) the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor shall, on the Issue Date: (ba) the Borrower has taken all steps necessary to enable enter into the Collateral Agent to obtain Control with respect Trust Agreement, the Intercreditor Agreement and the Pledge Agreement and deliver to the Accounts and Collateral Trustee (c) or the Accounts are not in the name of any Person other than the Borrower, subject to the Priority Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement; ) all Accounts constitute Securities Accounts; certificates and other instruments and documents required under the Borrower owns and has good and marketable title Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; Trustee and (b) authorize the Borrower has receivedfiling, registration and recording of all Uniform Commercial Code financing statements, required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf holders of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveParity Lien Obligations.

Security Interest. This Agreement creates a valid and continuing Lien on (i) It shall ensure that at all times as required hereunder the Lenders, the Collateral Agent and the Brazilian Collateral Agent, as applicable, have a first priority perfected security interest in favor the Collateral pledged to them pursuant to this Agreement and/or the Security Agreements (it being understood that the security interest under the Mortgages and the Agricultural and Mercantile Pledge Agreement shall only become a duly perfected first priority security interest upon registration of such Mortgages and Agricultural and Mercantile Pledge Agreement as required hereunder and thereunder and that the security interest in the Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida will be second priority security interests until no later than December 31, 2015 and then at all times thereafter will be first priority security interests, it being agreed that if the Borrower evidences to the satisfaction of the Administrative Agent and the Required Lenders that the Borrower took, in a timely manner, all measures necessary to ensure the conversion of the second priority security interests in the Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida into first priority security interests no later than December 31, 2015, but that such deadline could not be complied with solely as a result of delays attributable exclusively to the respective Real Estate Registry (Cartório de Registro de Imóveis), as also evidenced to the satisfaction of the Administrative Agent and the Required Lenders, then the Administrative Agent and such Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such deadline for such conversion); (ii) it shall (and shall cause Agropecuária to) give, execute, deliver, file, and/or record, any financing statement, notice, instrument, document, agreement or other papers as may be necessary in the judgment of the Collateral Agent or the Brazilian Collateral Agent, on behalf as the case may be to create, perfect, or validate any portion of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited interests granted pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary Security Agreements and/or hereunder or to enable the Collateral Agent to obtain Control with respect to and/or the Accounts and (c) Brazilian Collateral Agent, as the Accounts are not in the name of any Person other than the Borrowercase may be, subject to the Lien of the Collateral Agent for the benefit of the Secured PartiesLenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Brazilian Collateral Agent to each file financing statements and amendments thereto relative to all or any part of the Collateral without its signature to the fullest extent permitted by applicable law; (iii) the Borrower has not instructed shall ensure that copies of the Securities Intermediary Shipping Documents for each Export Receivable are promptly delivered to the Brazilian Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the Off-take Contracts to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of such assignments to the Collateral Agent; (v) the Borrower will, no later than forty (40) days after its execution, but in no event later than December 31, 2015 (or any earlier date as may be necessary to comply with the entitlement order requirements of any Person other than Section 5(l)(i) below), deliver to the Brazilian Collateral Agent evidence satisfactory to the Brazilian Collateral Agent that the Agricultural and Mercantile Pledge Agreement has been executed by all parties thereto and duly registered at the appropriate registry office(s), together with the initial report issued by the Collateral Agent; provided that, until the Collateral Monitoring Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title pursuant to the Collateral free Monitoring Agreement in respect to the sugar cane pledged thereunder in form and clear of any Lien substance as described in such Collateral Monitoring Agreement (other than Permitted Liens); it being agreed that if the Borrower has received all consents and approvals required by the terms of any Collateral Obligation evidences to the transfer satisfaction of the Administrative Agent and granting the Required Lenders that the Borrower took, in a timely manner, all measures necessary to ensure the due registration at the appropriate registry office of the Agricultural and Mercantile Pledge Agreement no later than December 31, 2015, but that such deadline could not be complied with solely as a security interest in the Collateral Obligations hereunder result of delays attributable exclusively to the Collateral Agentrespective registry office, on behalf as also evidenced to the satisfaction of the Secured Parties; Administrative Agent and the Required Lenders, then the Administrative Agent and such Required Lenders may, but shall not be obliged to approve, at their sole discretion, the extension of such deadline for such registration), and (vi) the Borrower has taken all necessary steps will, by no later than December 31, 2015, deliver to file or authorize the filing of all appropriate financing statements in Brazilian Collateral Agent a new appraisal issued no earlier than ninety (90) days prior to such date by an appraiser acceptable to the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion Brazilian Collateral Agent of the Collateral in which Mortgaged Properties known as Dom Fabricio and Nossa Senhora Aparecida and indicating a security interest may be perfected market value at such time of at least R$45 million. Export Prepayment Facility Agreement dated as of November 5, 2014 by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orand between Adecoagro Vale do Ivinhema S.A., subject to the delivery requirements contained herein and/or Section 18.3ING Bank N.V. and Rabobank Curaçao N.V., will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveamong others.

Security Interest. This Lessee hereby grants to Lessor, to secure the payment and performance in full of all of Lessee's obligations under the Lease, a security interest in all Equipment acquired or to be acquired pursuant to this Agreement creates a valid in which Lessee may now or hereafter have rights, and continuing Lien on the Collateral in favor all parts, accessories, accessions and attachments thereto, and all replacements, substitutions and exchanges (including trade-ins) for such goods, together with proceeds of all of the Collateral Agentforegoing, on behalf including goods, accounts, chattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations relating to the Secured Parties, which Equipment (the "Collateral"). If the Equipments to be subject to a Lease Schedule designated as a True Lease Schedule," the foregoing grant of a security interest is validly perfected under Article 9 made on a precautionary basis and shall not of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; itself be a factor in determining whether the Collateral is comprised of Instrumentssecures an obligation or whether the Lease creates a security interest. Lessee hereby irrevocably authorizes Lessor to file and record UCC financing statements, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property amendments thereto and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control lien recordation documents with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the BorrowerEquipment, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; ratifies such authorization with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered any UCC financing statements or amendments thereto prior to the Collateral Custodian anddate of any Lease, if in registered formand agrees to pay or reimburse Lessor for any filing, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian recording or in blank by an effective Indorsement stamp fees or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of taxes arising from any such Certificated Securityfilings. THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated SecurityWITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.THE PARTIES HERETO CONSENT AND SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND AND Agency Agreement THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. Dated as of: January 1, 2002 FLEET CAPITAL CORPORATION NEW JERSEY NATURAL GAS COMPANY

Security Interest. This Agreement creates a valid (a) As security for the performance by the Guarantor of all the terms, covenants and continuing Lien agreements on the Collateral in favor part of the Guarantor to be performed under this Guarantee and any other Note Document, including all Guaranteed Obligations, the Guarantor hereby grants to the Collateral Agent, on behalf Agent for its benefit and the ratable benefit of the other Secured Parties, which a continuing security interest is validly perfected under Article 9 in, all of the UCCGuarantor’s right, title and interest in, to and under all of the following, whether now or hereafter owned, existing or arising (collectively, the “Guarantor Collateral”): (i) sixty-five percent (65%) of the Equity Interests of Bird Rides Europe B.V., and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (aii) all of such Security Entitlements have been credited to proceeds of, and all amounts received or receivable under any or all of, the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the foregoing. The Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; ) shall have, with respect to all the Borrower has not instructed Guarantor Collateral, and in addition to all the Securities Intermediary other rights and remedies available to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none ), all the rights and remedies of the underlying promissory notes that constitute or evidence the Collateral Obligations has a secured party under any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than applicable UCC. (b) The Guarantor authorizes the Collateral Agent on behalf (at the direction of the Secured Parties; with respect Required Purchasers) to Collateral that constitutes a Certificated Security, such certificated security has been delivered to perfect the Collateral Custodian andAgent’s security interest in the Guarantor Collateral by filing or authorizing the filing of, if in registered form, has been specially Indorsed (within at the meaning expense of the UCC) to Guarantor, UCC-1 financing statement naming the Collateral Custodian Agent as secured party and describing the Guarantor Collateral in a manner that the Required Purchasers reasonably determine is necessary or in blank by an effective Indorsement advisable to perfect the security interest granted hereunder. (c) At any time or has been registered in from time to time upon the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf request of the Collateral Agent for (at the benefit direction of the Secured Parties; Required Purchasers), the Guarantor will, at its expense, promptly execute, acknowledge, and in deliver such further documents and do such other acts and things as the case of an Uncertificated SecurityRequired Purchasers reasonably determine is necessary or advisable to perfect the security interest granted hereunder. (d) Upon the Obligations becoming immediately due and payable, by (A) causing the Collateral Custodian Agent and the other Secured Parties shall have, in addition to become the registered owner rights and remedies which they may have under this Guarantee and the other Note Documents, all other rights and remedies provided after default under the UCC and under other Applicable Law, which rights and remedies shall be cumulative. Any proceeds from liquidation of such uncertificated security and the Guarantor Collateral shall be applied pursuant to the Intercreditor Agreement. (Be) causing such registration to remain effective.Upon payment or conversion in full of the Obligations (other than inchoate indemnity obligations), the Guarantor Collateral shall be automatically released from the

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject will be delivered either (A) to the delivery requirements contained herein and/or Section 18.3Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian, will as applicable, or (B) by causing such promissory note to be delivered to the Collateral Custodian; the Borrower has received, or subject Document Custodian to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent be held for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered either (A) to the Collateral Custodian Agent (or the Securities Intermediary on its behalf) and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian Agent (or the Securities Intermediary on behalf of the Collateral Agent its behalf) for the benefit of the Secured PartiesParties or (B) by causing such Certificated Security to be credited to a Securities Account for which the Collateral Agent has Control over such Securities Account; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent (or the Securities Intermediary on its behalf) to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account over which the Collateral Agent has Control.

Security Interest. This For and in consideration of the sum of TEN ($10.00) DOLLARS, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Bank's issuance of letters of credit under the Letter of Credit Facility, the Pledgor hereby pledges, hypothecates, and impresses the Pledged Collateral with a lien in favor of the Bank, and grants to the Bank a security interest in the Pledged Collateral, in each case to secure the punctual payment and performance of all the Liabilities. The Pledgor covenants and agrees that (i) with respect to the Pledged Collateral consisting of the Securities Account, the property held therein and any and all proceeds thereof, from and after the issuance of a Notice of Exclusive Control pursuant to the Control Agreement creates (which Notice shall not be given unless an Event of Default (as defined below) has occurred and is continuing hereunder), the Bank shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Bank to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral Consisting of the Deposit Account, the property held therein and any and all proceeds thereof, the Bank has sole and exclusive control over such Pledged Collateral and the Pledgor shall take all such steps as may be necessary to cause the Bank to have sole and exclusive control over such Pledged Collateral; (iii) pursuant to Section 3 of the Control Agreement, the available balance of funds standing to the credit of the Deposit Account in excess of $100,000 shall be transferred by the Custodian from the Deposit Account to the Cash Collateral Account by wire transfer or automatic clearing house electronic transfer (or other means acceptable to the Bank) on a valid daily basis or as may be directed by the Bank and continuing Lien on the Pledgor shall not take any action to terminate or modify such arrangements; (iv) with respect to the Pledged Collateral consisting of the Cash Collateral Account, the Cash Collateral and the other property held therein and any and all proceeds thereof, the Bank shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Bank to have sole and exclusive control over such Pledged Collateral; (v) except as expressly permitted in Section 2 above, it shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Cash Collateral Account for so long as any Liabilities remain outstanding under or in respect of the Transaction Documents; (vi) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Bank except in connection with substitutions of Pledged Collateral permitted pursuant to Section 14(b) and provided that, after giving effect to such substitutions, the Pledgor is in compliance with the covenant contained in Section 13; (vii) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Bank hereunder, (viii) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties; (ix) it shall not take any action or omit to take any action that would result in the Collateral Agent, on behalf termination of the Secured Parties, which security interest is validly perfected under Article 9 Control Agreement without the prior consent of the UCC, Bank and is enforceable as such against creditors it shall otherwise comply in all respects with the provisions of the Control Agreement; and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (ax) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Deposit Account and (c) the Accounts are Securities Account, it shall not in the name of any Person other than the Borrower, subject give instructions or entitlement orders to the Lien of Custodian that would require the Collateral Agent Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; Pledgor. The representations, warranties and covenants of the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined Pledgor set forth in the Account Control AgreementSection 12(b), (c) and (d) of the Borrower Application are incorporated herein by reference and the Servicer may cause cash in the Accounts shall be deemed to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required made by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; Pledgor with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning each of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveTransaction Documents.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium (if any), and interest (including PIK Interest) on, the Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the Collateral in favor overdue principal of, premium (if any), and interest (including PIK Interest) on, the Securities and performance of all other Obligations of the Collateral AgentCompany and the Subsidiary Guarantors, on behalf according to the terms hereunder, the Note Guarantees and under the other Security Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of any Securities, consents and agrees to the terms of the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement (including, in each case, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, to the ranking of the Liens provided for in the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as applicable, that it will take no actions contrary to the provisions of the Intercreditor Agreement or the Arazi/Lancaster Collateral Agreement and to the appointment of Wilmington Trust, National Association as Trustee under this Indenture and as Collateral Trustee under the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement. Each Holder and the Trustee directs the Collateral Trustee to enter into the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement and each Security Document, in each case, as collateral trustee for the Secured Parties or Arazi/Lancaster Secured Parties, which security interest is validly perfected under Article 9 of the UCCas applicable, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with perform its obligations as set forth herein; with respect and exercise its rights thereunder in accordance therewith. Each Holder directs the Trustee to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to enter into the Accounts Intercreditor Agreement and the Securities Intermediary has agreed to treat all assets credited to the Accounts Arazi/Lancaster Collateral Agreement, as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent trustee for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Holders, and to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined perform its obligations and exercise its rights thereunder in the Account Control Agreement), the Borrower accordance therewith. The Company and the Servicer may cause cash in the Accounts Subsidiary Guarantors consent and agree to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required bound by the terms of any Collateral Obligation the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective obligations thereunder in accordance therewith. The Company will deliver to the transfer Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and granting will do or cause to be done all such acts and things as may be required by the provisions of a the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, to assure and confirm to the Collateral Trustee the security interest in the Collateral Obligations hereunder contemplated by the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities. The Company hereby agrees that the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of Trustee shall hold the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent trust for the benefit of the all Secured Parties or Arazi/Lancaster Secured Parties; none of the underlying promissory notes that constitute or evidence , as applicable, the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Trustee and the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityTrustee, in each case pursuant to be held by the Security Documents, the Arazi/Lancaster Collateral Custodian on behalf of Agreement and the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveIntercreditor Agreement.

Security Interest. This Agreement creates Each Pledgor hereby grants to the Secured Party, a valid security interest in and continuing Lien on an assignment of such Pledgor’s Collateral as security for the Collateral in favor Secured Obligations, whether now existing or hereafter arising. If the Pledged Securities owned by any Pledgor as of the Collateral Agentdate hereof are certificated, on behalf such Pledgor shall have executed appropriate transfer powers, in the form of the Secured PartiesExhibit A hereto, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements such Pledged Securities and, on or before the date hereof, shall have deposited such Pledged Securities and the aforesaid transfer powers with the Secured Party. If any Pledged Securities acquired by any Pledgor after the date hereof are certificated, such Pledgor shall, if requested by the Secured Party, execute appropriate transfer powers, in the form of Exhibit A hereto, with respect to such Pledged Securities and shall deposit such Pledged Securities and the aforesaid transfer powers with the Secured Party. In addition, each Pledgor shall have taken all such actions necessary to grant to the Secured Party, a first priority security interest in, or pledge of, the Pledged Securities owned by such Pledgor. Each Pledgor authorizes the Secured Party, (a) all of such Security Entitlements have been credited to file UCC financing statements, in form and substance satisfactory to the Accounts and the Securities Intermediary has agreed to treat all assets credited Secured Party, with respect to the Accounts as Financial AssetsCollateral and, (b) after the Borrower occurrence of an Event of Default, to transfer the Pledged Securities owned by such Pledgor into the name of the Secured Party or the Secured Party’s nominee, but the Secured Party shall be under no duty to do so. Notwithstanding any provision or inference herein or elsewhere to the contrary, (i) the Secured Party has taken no right to vote the Pledged Securities at any time unless and until an Event of Default has occurred, and (ii) prior to the occurrence of an Event of Default, each Pledgor will be permitted to receive all steps necessary to enable the Collateral Agent to obtain Control dividends and other distributions with respect to the Accounts and (c) the Accounts are Pledged Securities. The Secured Party shall not in the name have any duty to make any presentment or collection, or to preserve any right of any Person other than the Borrowerkind, subject with reference to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCollateral.

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

Security Interest. This Agreement creates will constitute a valid and continuing Lien on security agreement under the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which Uniform Commercial Code. Merchant grants to GCF a security interest is validly perfected under in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined in Article 9 of the Uniform Commercial Code (the “UCC”), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsnow or hereafter owned or acquired by Merchant, (b) all proceeds, as that term is defined in Article 9 of the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and UCC (c) the Accounts are not all funds at any time in the name Merchant’s Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to GCF under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to GCF upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover GCF entitlements under this Agreement, GCF is granted a further security interest in all of Merchant’s assets of any Person kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of GCF entitlements under this Agreement and any other than agreements now existing or later entered into between Merchant, GCF or an affiliate of GCF. GCF is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by GCF without notice or demand of any kind by making an immediate withdrawal or freezing the Borrower, subject Secured Assets. Pursuant to the Lien Article 9 of the Collateral Agent for Uniform Commercial Code, as amended from time to time, GCF has control over and may direct the benefit disposition of the Secured Parties; the Borrower Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder Secured Assets. With respect to such security interests and liens, GCF will have all rights afforded under the Collateral AgentUniform Commercial Code, any other applicable law and in equity. Merchant will obtain from GCF written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant agrees that this is a contract of recoupment and GCF is not required to file a motion for relief from a bankruptcy action automatic stay to realize on behalf any of the Secured Parties; Assets. Nevertheless, Merchant agrees not to contest or object to any motion for relief from the Borrower has taken all necessary steps automatic stay filed by GCF. Merchant agrees to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order execute and deliver to GCF such instruments and documents GCF may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in that portion of the Collateral this Agreement. GCF is authorized to execute all such instruments and documents in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveMerchant’s name.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.318.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security Uncertificated Security and (B) causing such registration to remain effective.

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

Security Interest. This Agreement creates a valid and continuing Lien on (i) It shall ensure that at all times as required hereunder the Collateral Agent and the Brazilian Collateral Agent each has a first priority perfected security interest in favor the Collateral pledged to it pursuant to this Agreement and/or the Security Agreements (it being understood that the security interest under each of the Agricultural and Mercantile Pledge Agreement and the Mercantile Pledge Agreement shall only become a duly perfected first priority security interest upon registration of such Agricultural and Mercantile Pledge Agreement and Mercantile Pledge Agreement as required hereunder and thereunder); (ii) it shall give, execute, deliver, file, and/or record any financing statement, notice, instrument, document, agreement or other papers as may be necessary in the judgment of the Collateral Agent or the Brazilian Collateral Agent, on behalf as the case may be to create, perfect, or validate any portion of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited interests granted pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary Security Agreements and/or hereunder or to enable the Collateral Agent to obtain Control with respect to and/or the Accounts and (c) Brazilian Collateral Agent, as the Accounts are not in the name of any Person other than the Borrowercase may be, subject to the Lien of the Collateral Agent for the benefit of the Secured PartiesLenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Brazilian Collateral Agent to each file financing statements and amendments thereto relative to all or any part of the Collateral without its Export Prepayment Finance Agreement dated as of March 10, 2014 by and among Adecoagro Vale do Ivinhema S.A. and ING Bank N.V., among others. signature to the fullest extent permitted by applicable law; (iii) the Borrower has not instructed shall ensure that copies of the Securities Intermediary Shipping Documents for each Export Receivable are promptly delivered to comply the Brazilian Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the entitlement order Off-take Contracts to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of any Person other than such assignments to the Collateral Agent; provided thatand (v) the Borrower will, until no later than forty (40) days after its execution, deliver to the Brazilian Collateral Agent delivers a Notice evidence satisfactory to the Brazilian Collateral Agent that each of Exclusive Control (as defined in the Account Control Agreement), the Borrower Agricultural and Mercantile Pledge Agreement and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and Mercantile Pledge Agreement has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in been duly registered at 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 Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveregistry office(s).

Security Interest. This (i) In order to secure the performance and payment by Lender of its obligations under this Agreement creates and to insure reimbursement of Manager by Lender of any funds that may be advanced by Manager or any entity (including affiliates of Manager) on Lender’s behalf, Lender hereby grants to Manager a valid first priority continuing lien and continuing Lien on security interest, free and clear of adverse claims, in and to all the assets now or hereafter held in the Collateral Account, the Securities Account and any property at any time held by an Approved Borrower or Manager for Lender’s benefit or in favor which Lender may have an interest or in the possession or control of the Collateral Agentany third party acting on Manager’s behalf. Lender hereby authorizes, directs and instructs Custodian to (x) hold all such accounts and assets in its possession on behalf of the Secured Parties, which Manager and subject to such lien and security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied (y) comply with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control any instructions originated by Manager with respect to the Accounts Loaned Securities, the Collateral Account, the Securities Account and/or such assets, including instructions directing that such assets be transferred to Manager or its designee, without further consent of Lender. Lender hereby authorizes Custodian to rely on such written instructions and (c) acknowledges and agrees that Custodian shall be under no duty to inquire into the Accounts are not validity or accuracy thereof. In addition, in order to secure the name performance and payment by Lender of its obligations under this Agreement and to ensure reimbursement of Lender of any Person other than the Borrower, subject to the Lien funds that may be advanced by Manager or any entity (including affiliates of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply Manager) on Lender’s behalf in connection with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with transactions contemplated by this Agreement; all Accounts constitute Securities Accounts; the Borrower owns , Lender hereby grants to Manager a first priority continuing lien and has good and marketable title to the Collateral security interest, free and clear of adverse claims, in and to all of Lender’s rights at any Lien (other than Permitted Liens); time in and to the Collateral Account, the Securities Account and all Loaned Securities that have been loaned to an Approved Borrower has received all consents and approvals required by under the terms of any Collateral Obligation Securities Borrowing Agreement between Lender and such Approved Borrower. Without in any way limiting the foregoing, Manager shall have the right to set off against and apply any property of Lender now or in the transfer and granting future held or controlled by Manager against or to satisfy any liability of a Manager to Lender or any obligation of Lender to Manager. The lien, security interest in and right of set off of Manager hereunder shall survive the Collateral Obligations hereunder termination of this Agreement until all amounts due and owing to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation Manager from Lender shall have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if paid in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivefull.

Security Interest. This Label hereby irrevocably assigns and transfers to Navarre as collateral security for payment of all amounts which Navarre is entitled to charge against Label pursuant to this Agreement creates a valid and continuing Lien the other Documents, or which Label may otherwise owe Navarre, all of Label's right, title and interest in and to all inventory, goods and merchandise owned by Label which are now or at any time hereafter in the possession of Navarre or which are located on any premises owned or leased by Navarre, whether on consignment or otherwise, and all recordings, records, tapes, CD's, CD ROM's, DVD's, videos or similar products delivered to Navarre in connection with this Agreement; and all Masters delivered to Navarre for all Releases financed or distributed by Navarre, and all manufacturing, distribution and licensing rights and copyrights related thereto, and all other license and contract rights now existing or hereafter at any time arising, relating to the above-referenced collateral, including, without limitation, the right to use and exploit the Masters consistent with this Agreement until repayment in full of any and all amounts owed by Label to Navarre, together with all substitutions and replacements for and products and proceeds of any of the foregoing property (the "Collateral"). Upon Label's payment of all amounts due Navarre hereunder, Navarre shall terminate its security interest in and to the Collateral and shall execute any and all documents necessary to effectuate such termination. Label warrants and represents that it has not granted and will not grant any rights that would be superior to Navarre's rights hereunder in favor of the Collateral Agentto any other party by way of assignment, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCor otherwise, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control any GRANT OF RIGHTS with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, Collateral will be subject to Navarre's rights. Label hereby irrevocably grants to Navarre a limited power-of-attorney to execute any and all financing statements or other documents (including, without limitation, UCC-1 forms) which Navarre deems, in its sole discretion, necessary to protect its interests in such Collateral and Navarre shall have the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps right to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securitystatements, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and Label's and/or Navarre's name, in the case of an Uncertificated Security, by (Aany jurisdictions) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivewhere Navarre deems appropriate.

Security Interest. This Agreement creates a valid and continuing Lien on (i) It shall ensure that at all times as required hereunder the Lenders, the Collateral Agent and the Collection Account Agent, as applicable, have a first priority perfected security interest in favor the Collateral pledged to them pursuant to the Security Agreements (it being understood that the security interest under the Mortgage, the Alienação Fiduciária and the Mercantile Pledge Agreement, shall only become a duly perfected first priority security interest upon registration of the Mortgage, the Alienação Fiduciária and the Mercantile Pledge Agreement as required hereunder and thereunder and that the security interest in the Mortgaged Property will be a second priority security interest until no later than March 31, 2017 and then at all times thereafter will be a first priority security interest); (ii) it shall give, execute, deliver, file, and/or record, any financing statement, notice, instrument, document, agreement or other papers as may be necessary in the judgment of the Collateral Agent or the Collection Account Agent, on behalf as the case may be to create, perfect, or validate any portion of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited interests granted pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary Security Agreements or to enable the Collateral Agent to obtain Control with respect to and/or the Accounts and (c) Collection Account Agent, as the Accounts are not in the name of any Person other than the Borrowercase may be, subject to the Lien of the Collateral Agent for the benefit of the Secured PartiesLenders, to exercise and enforce its rights hereunder and thereunder, and it hereby authorizes the Collateral Agent and the Collection Account Agent to each file financing statements and amendments thereto relative to all or any part of the Collateral without its signature to the fullest extent permitted by applicable law; (iii) the Borrower has not instructed shall ensure that copies of the Securities Intermediary Shipping Documents for each Export Receivable are promptly delivered to comply the Collateral Agent upon its request; (iv) the Borrower will deliver copies of the Off-take Contracts, together with evidence that notices of assignment of the entitlement order Shipments to the Collateral Agent under the Security Agreements have been provided to the relevant Eligible Off-takers, and that the relevant Eligible Off-takers have provided acknowledgements of any Person other than such assignments to the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), v) the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder shall deliver to the Collateral Agent, on behalf no later than thirty (30) days after the date of the Secured Parties; filing for registration (“protocolo”) of the Mortgage over the Mortgaged Properties, evidence that such Mortgage has been duly registered with the competent Real Estate Registry, (vi) the Borrower has taken all necessary steps shall deliver to file or authorize the Collateral Agent, no later than thirty (30) days after the date of the filing for registration (“protocolo”) of the Alienação Fiduciária, evidence that the Alienação Fiduciária has been duly registered with the competent registry; (vii) prior to providing any Collateral under the Mercantile Pledge Agreement for purposes of compliance with Section 5(l)(i) hereof, the Borrower will provide to the Collateral Agent a copy thereof duly executed by all appropriate financing statements in parties thereto and the proper filing office in protocolo for the Mercantile Pledge Agreement evidencing that it has been duly delivered to the relevant registry office(s) for registration and, no later than thirty (30) days after its execution, deliver to the Collateral Agent evidence satisfactory to the Collateral Agent that the Mercantile Pledge Agreement has been duly registered at the appropriate jurisdictions under Applicable Law in order registry office(s), (viii) the Borrower will, by May 2019, deliver to perfect the security interest in that portion Collateral Agent (who will provide a copy to the Lenders) a new appraisal issued by an appraiser acceptable to the Collateral Agent of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of Mortgaged Properties and the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, equipment subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral CustodianAlienação Fiduciária; and (ix) the Borrower has receivedwill register the Assignment and Security Agreement and each amendment thereto (including each change in Schedule I thereto), or subject to and a translation of each thereof, as the delivery requirements contained herein will receivecase may be, into Portuguese by a written acknowledgment from sworn translator, at its sole cost and expense, within forty (40) days after the Collateral Custodian that the Collateral Custodian or its bailee date when there is holding each underlying promissory note evidencing a Collateral Obligation solely at least one entry on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedSchedule I thereto (but in no event later than March 31, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security2019), such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Securitya change to Schedule I thereto, by within forty (A40) causing days after such change to such Schedule(s), with the Collateral Custodian to become appropriate Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos) of the registered owner jurisdiction of such uncertificated security and (B) causing such registration to remain effectivethe Borrower.

Security Interest. This Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Buyer a security interest in the Collateral Obligations Mortgage Assets in which Seller has rights or power to transfer rights and all of the Mortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Collateral AgentMortgaged Property in each case related to such Purchased Mortgage Loans, on behalf (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Secured Parties; Accounts, (vi) the Borrower has taken all necessary steps Takeout Commitments to file the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans (excluding, however, any Takeout Commitments that by their express terms prohibit Seller’s assigning, pledging or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the granting a security interest in them if and to the extent that portion such prohibition is not made ineffective by UCC §§ 9-406 or 9-408); provided that Buyer does not assume and shall not be deemed to have assumed any of Seller obligations under any Takeout Commitment, (vii) all Hedging Arrangements to the Collateral in which extent relating to the Purchased Mortgage Loans, excluding, however, any Hedging Arrangements that by their express terms prohibit Seller’s assigning, pledging or granting a security interest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408, (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (ix) all proceeds of the foregoing including, without limitation, all MBS that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, and the right to have such MBS delivered when issued to a securities intermediary for Buyer and for any other Persons whose Mortgage Loans are part of the base or backing for such MBS, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may be perfected by deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages delivered pursuant to Article 9 Section 11(m) as and when required by Buyer in its sole discretion. The Parties intend that this Section 6(a) is “a security agreement or arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orBankruptcy Code, subject related to the delivery requirements contained herein and/or Section 18.3, will be delivered to repurchase agreement and securities contract established and evidenced by this Agreement and the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveTransactions hereunder.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium (if any), and interest (including PIK Interest) on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the Collateral in favor overdue principal of, premium (if any), and interest (including PIK Interest) on, the Notes and performance of all other Obligations of the Collateral AgentCompany and the Subsidiary Guarantors, on behalf according to the terms hereunder, the Note Guarantees and under the other Security Documents, are secured as provided herein and in the Security Documents. Each Holder, by its acceptance of any Notes, consents and agrees to the terms of the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement (including, in each case, without limitation, the provisions providing for foreclosure and release of Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, to the ranking of the Liens provided for in the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement, as applicable, that it will take no actions contrary to the provisions of the Intercreditor Agreement or the Arazi/Lancaster Collateral Agreement, as applicable, and to the appointment of Wilmington Trust, National Association as Trustee under this Indenture and as Collateral Trustee under the Intercreditor Agreement and the Arazi/Lancaster Collateral Agreement. Each Holder and the Trustee directs the Collateral Trustee to enter into the Intercreditor Agreement, the Arazi/Lancaster Collateral Agreement and each Security Document, in each case, as collateral trustee for the Secured Parties or Arazi/Lancaster Secured Parties, which security interest is validly perfected under Article 9 of the UCCas applicable, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with perform its obligations as set forth herein; with respect and exercise its rights thereunder in accordance therewith. Each Holder directs the Trustee to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to enter into the Accounts Intercreditor Agreement and the Securities Intermediary has agreed to treat all assets credited to the Accounts Arazi/Lancaster Collateral Agreement, as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent trustee for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Holders, and to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined perform its obligations and exercise its rights thereunder in the Account Control Agreement), the Borrower accordance therewith. The Company and the Servicer may cause cash in the Accounts Subsidiary Guarantors consent and agree to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required bound by the terms of any Collateral Obligation the applicable Security Documents, as the same may be in effect from time to time, and agree to perform their respective obligations thereunder in accordance therewith. The Company will deliver to the transfer Trustee copies of all documents delivered to the Collateral Trustee pursuant to the Security Documents, and granting will do or cause to be done all such acts and things as may be required by the provisions of a the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement, to assure and confirm to the Collateral Trustee the security interest in the Collateral Obligations hereunder contemplated by the Security Documents, the Arazi/Lancaster Collateral Agreement and the Intercreditor Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes. The Company hereby agrees that the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of Trustee shall hold the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent trust for the benefit of the all Secured Parties or Arazi/Lancaster Secured Parties; none of the underlying promissory notes that constitute or evidence , as applicable, the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than Trustee and the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityTrustee, in each case pursuant to be held by the Security Documents, the Arazi/Lancaster Collateral Custodian on behalf of Agreement and the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveIntercreditor Agreement.

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Administrative Agent's agreement to issue the Letters of Credit and the Lenders' agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesLenders, which and grants to the Administrative Agent a security interest is validly perfected under Article 9 in the Pledged Collateral, in each case to secure the punctual payment and performance of all the UCC, Obligations. The Borrower covenants and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral agrees that constitute Security Entitlements (ai) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Pledged Collateral consisting of the Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control, over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral Consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in Section 4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and the Borrower shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and the Borrower shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions of Pledged Collateral permitted pursuant to Section 4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in Section 6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor's rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (A) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (cB) the Accounts are Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the name termination of any Person other than the Borrower, subject Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the Lien of Deposit Account and the Collateral Agent Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBorrower.

Security Interest. This Agreement creates a valid To secure payment of all Obligations, Holdings and continuing Lien on each Borrower grants to the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; holders of the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatObligations, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in all present and future Inventory of Holdings or such Borrower, together with all attachments, accessories, exchanges, replacement parts, repairs, and additions to any such Inventory, and all chattel paper, documents, certificates of title, certificates of origin, general intangibles, instruments, accounts and contract rights now existing or hereafter arising with respect thereto, 39 AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, INC. and all cash and non-cash proceeds of any of the foregoing (collectively, the “Collateral”). Each Borrower agrees that at any time and from time to time, upon the request of Administrative Agent, Borrowers will promptly (i) deliver to Administrative Agent all Collateral Obligations hereunder other than Inventory, (ii) xxxx all chattel paper, documents and instruments and Borrowers’ books of account, ledger cards and other records relative to the Collateral with a notation reasonably satisfactory to Administrative Agent disclosing that they are subject to Administrative Agent’s security interest, on behalf of the Secured Parties; the Borrower has taken all necessary steps (iii) execute and deliver to file or authorize the filing of all appropriate financing Administrative Agent such instruments, statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order and agreements as Administrative Agent may reasonably request to perfect evidence further each Loan and the security interests granted hereunder; provided, however, a Borrower’s failure to comply with such request shall not affect or limit Administrative Agent’s security interest or other rights in that portion of and to the Collateral, and (iv) permit Administrative Agent or its representatives to examine the Collateral in which a security interest and Borrowers’ books and records and, during the continuation of an Event of Default, Borrowers agree to pay to Administrative Agent its actual costs relating to such examinations immediately upon receipt of Administrative Agent’s invoice therefore. Borrowers agree that Administrative Agent may be perfected by filing pursuant directly collect any amount owed to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered Borrowers with respect to the Collateral Custodian; (hereafter referred to as an “Account”) and credit Borrowers with all sums received by Administrative Agent. With the consent of the Borrower has receivedRepresentative, not to be unreasonably withheld or delayed, or subject at any time that an Event of Default has occurred and is continuing, Administrative Agent may contact any customer of Borrower to confirm and verify the delivery requirements contained herein will receiveterms of sale, a written acknowledgment from payments made on an Account, and any modifications claimed to be made by the Collateral Custodian Borrowers with such customer of Borrower. If an Event of Default has occurred and is continuing, Borrowers agree that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf Administrative Agent may at any time notify any customer of Borrower of the Collateral Agent for assignment of said Account and revoke the benefit authority of the Secured Parties; none of Borrowers to collect the underlying promissory notes that constitute same and should the Administrative Agent at any time receive any checks, drafts, money orders or evidence the Collateral Obligations has any marks other instruments or notations indicating that they have been pledgedorders for money payable to a Borrower to apply to an Account, assigned or otherwise conveyed Administrative Agent is irrevocably appointed attorney-in-fact for each such Borrower to any Person other than the Collateral Agent on behalf of the Secured Parties; endorse each such instrument with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by Borrower and collect the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesame.

Security Interest. This Agreement creates a valid The due and continuing Lien punctual payment of the principal of, premium (if any), interest and Special Interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any), interest and Special Interest, if any, on the Notes and performance of all other obligations of the Company to the Holders of Notes, the Collateral Trustee or the Trustee and the Notes, according to the terms hereunder or thereunder, are secured following the Release Date as provided in favor the Security Documents. Prior to the release of the Escrow Property on or after the Release Date, pursuant to the Escrow and Security Agreement, the Notes will be entitled to the benefits of the Escrow Account, including a security interest in the rights, if any, of the Company therein. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral by the Collateral Trustee, relating to ranking of Priority Liens and order of application of proceeds from enforcement of Priority Liens) as the same may be in effect or may be amended, amended and restated, modified, renewed, restated or replaced from time to time in accordance with their terms and authorizes and appoints The Bank of New York Mellon Trust Company, N.A. as the Trustee and Wilmington Trust FSB as the Collateral Trustee, the Trustee hereby authorizes and appoints Wilmington Trust FSB as Collateral Trustee and each Holder and the Trustee direct the Collateral Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith and to exercise such powers as are delegated to the Trustee and Collateral Trustee by the terms thereof, together with such actions and powers as are reasonably incidental thereto. Following the Release Date, the Company consents and agrees to be bound 106 by the terms of the Security Documents, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. Each Holder agrees that all Priority Lien Obligations will be and are secured equally and ratably by all Priority Liens at any time granted by the Company to secure any Obligations in respect of such Series of Priority Lien Debt, whether or not upon property otherwise constituting Collateral, and that all such Priority Liens will be enforceable by the Collateral Trustee for the benefit of all holders of Priority Lien Obligations. Following the Release Date, promptly upon the reasonable request of the Collateral AgentTrustee or any Secured Debt Representative at any time and from time to time, on behalf of the Secured PartiesCompany will execute, which security interest is validly perfected under Article 9 of the UCCacknowledge and deliver such Security Documents, instruments, certificates, notices and other documents, and is enforceable take such other actions as such against creditors of and purchasers from the Borrower; shall be reasonably required under applicable law, or that the Collateral is comprised of InstrumentsTrustee may reasonably request, Security Entitlementsin each case, General Intangiblesto create, Certificated Securitiesperfect, Uncertificated Securitiesprotect, Securities Accountsassure or enforce the Liens and benefits intended to be conferred, Investment Property and Proceeds and such other categories of collateral under in each case as contemplated by the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Priority Lien of the Collateral Agent Documents for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order Holders of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveNotes.

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuing Banks’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, and the Tranche B Lenders agreement to make Loans to the Parent, Mont Re hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of Issuing Banks and the UCCLenders, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityPledged Collateral, in each case to be held by secure the punctual payment and performance of all the Obligations. Mont Re covenants and agrees that (i) with respect to the Pledged Collateral Custodian on behalf consisting of the Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and Mont Re 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 Mont Re 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, Mont Re is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the 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 the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveMont Re.

Security Interest. This Agreement creates a valid Although the parties intend that all Transactions hereunder be sales and continuing Lien on the Collateral in favor of the Collateral Agentpurchases and not loans, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of event any Person other than the Borrowersuch Transactions are deemed to be loans, subject Seller hereby pledges to the Lien of the Collateral Agent Buyer as security for the benefit performance by Seller of the Secured Parties; the Borrower has not instructed the Securities Intermediary its Obligations and hereby grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Buyer a security interest in the Collateral Obligations hereunder Purchased Mortgage Loans, the Records, and all related servicing rights, the Facility Agreements (to the Collateral Agentextent such Facility Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), on behalf any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income relating to the Purchased Mortgage Loan, all Blocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to the Purchased Mortgage Loan, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Secured Parties; Purchased Mortgage Loans, and any proceeds (including the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; related securitization proceeds) and distributions with respect to Collateral that constitutes any of the foregoing and any other property, rights, title or interest as are specified on a Certificated SecurityTransaction Request and/or Trust Receipt and Certification, in all instances described herein, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller agrees to execute, deliver and/or file such certificated documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security has been delivered interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Collateral Custodian and, if in registered form, has been specially Indorsed (within Repurchase Assets without the meaning signature of the UCC) Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivethis Section.