Common use of Security Interest Clause in Contracts

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. Separately, for each Series of Notes, the Company Each Pledgor hereby pledges, unconditionally grants and assigns and grants to the TrusteeSecured Parties, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holderstheir respective successors and permitted assigns, a continuing security interest in and security title to (a) the Ownership Interests set forth on Schedule 1 attached hereto, (b) subject to Section 5.10 of the Loan Agreement, the Ownership Interests in any Domestic Subsidiary of such Pledgor acquired by such Pledgor after the Agreement Date, and in each case, all certificates representing such Ownership Interests, all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of such Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Pledged Interests” hereunder. Each Pledgor has delivered to the Administrative Agent all of its right, title and interestinterest in and to the Pledged Interests, together with certificates with respect to Certificated Ownership Interests, and undated stock powers endorsed in blank with respect to Certificated Ownership Interests, as security for the payment of all of the Guarantied Obligations of each Pledgor under this Agreement and the Guaranty and any extensions, renewals or amendments of any of the foregoing, however created, acquired, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing existing, or acquireddue or to become due; it being the intention of the parties hereto that beneficial ownership of the Pledged Interests, including, without limitation, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loansvoting, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases consensual and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all dividend rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which shall remain in such Pledgor until the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon occurrence and during the continuance of an Event of Default with respect to Notes and until the Administrative Agent shall notify such Pledgor of a particular series, it shall not the Administrative Agent’s exercise the power of attorney, or any voting and dividend rights granted to the Trustee Pledged Interests pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes9 hereof.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment and performance dates or otherwise) of all the Company’s responsibilities under this Indenture for the NotesSecured Obligations, for the benefit of the Trustee on behalf of the Holders, Borrower grants to Agent and Lender a security interest in and to all of its right, title and interest, whether Borrower’s personal property now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing following (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other than Intellectual Property); (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; and other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). At Notwithstanding the expense of the Companyforegoing, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, if a judicial authority (including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected a U.S. Bankruptcy Court) holds that a security interest in the Collateralunderlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Lender’s security interest in the Rights to Payment. Upon payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) and at such time as this Agreement has been terminated, the Agent and Lender shall, at Borrower’s sole cost and expense, release their Liens in the Collateral and all rights therein shall revert to Borrower. 3.2 Notwithstanding anything else set forth herein, the Collateral shall specifically exclude the Excluded Assets for so long as the PSA and SPSA remain in effect, but upon the termination or expiration of the PSA and the SPSA, the Excluded Assets (to the extent they do not consist of Intellectual Property) shall automatically be subject to no Liens or charges the security interest granted in favor of any type whatsoever except for Liens pursuant to Agent and permitted by this Indenture. In furtherance Lender hereunder and become part of the Collateral. 3.3 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf shall not include more than 65% of the Holders presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the full, exclusive and irrevocable right, power and authority holder thereof to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held vote for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, directors or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesmatter.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as (a) As security for the due payment and performance by the Borrower of all the Company’s responsibilities terms, covenants and agreements on the part of the Borrower to be performed under this Indenture Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants and assigns to the Administrative Agent for its benefit and the Notes, for the ratable benefit of the Trustee on behalf Secured Parties, a valid, continuing and perfected first priority security interest in, all of the Holders, a security interest in and to all of its Borrower’s right, title and interestinterest in, to and under all of the following, whether now or hereafter owned, existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing arising (collectively, the “Collateral”). At the expense of the Company): (i) all Pool Receivables, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and (ii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default Related Security with respect to the Notes of a particular Seriessuch Pool Receivables, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and (iii) all rights of the Company Collections with respect to such Pool Receivables, (iv) the Corresponding CM Loan corresponding Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such series Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of Notes held the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Borrower of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter of credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (b) The Administrative Agent (for the benefit of the Holders of the Notes of such seriesSecured Parties) shall have, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a particular seriessecured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, it shall not exercise notwithstanding that such wording may be broader in scope than the power collateral described in this Agreement. (c) Immediately upon the occurrence of attorney(i) the Final Payout Date or (ii) the repurchase of any Receivable as set forth in Section 3.3(a) of the Purchase and Sale Agreement, the Collateral, in the case of clause (i), or the applicable Receivable and any rights granted Related Security solely with respect to such Receivable, in the Trustee pursuant case of clause (ii), shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to this Section 3.8 for any Notes survive such termination) of a series not subject to an Event of Default. The Trustee further agrees thatthe Administrative Agent, the Trustee shall only exercise power of attorney Lender 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 granted to the Trustee pursuant to this Section 3.8 with respect Collateral shall revert to the CM Loan corresponding Borrower; provided, however, that promptly following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute (if applicable) and deliver to the series of Notes in which an Event of Default occurs Borrower written authorization for the Borrower to file (or have filed on its behalf) UCC-3 termination statements and such other documents as the Borrower shall not exercise and shall be prohibited from exercising reasonably request to evidence such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notestermination.

Security Interest. SeparatelyAs security for the performance by the Borrower of all the terms, for each Series covenants and agreements on the part of Notesthe Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Company Borrower hereby pledges, assigns and grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf Secured Parties, a continuing security interest in, all of the Holders, a security interest in and to all of its Borrower’s right, title and interestinterest in, to and under all of the following, whether now or hereafter owned, existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing arising (collectively, the “Collateral”). At the expense of the Company): (i) all Pool Receivables, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and (ii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default Related Security with respect to the Notes of a particular Seriessuch Pool Receivables, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and (iii) all rights of the Company Collections with respect to such Pool Receivables, (iv) the Corresponding CM Loan corresponding 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 series Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of Notes held the obligations) of the Borrower under the Transfer and Contribution Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Holders of the Notes of such seriesSecured Parties) shall have, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a particular series, it shall not exercise the power of attorney, or secured party under any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Defaultapplicable UCC. The Trustee further agrees thatBorrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Trustee Collateral shall only exercise power be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of attorney 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 granted to the Trustee pursuant to this Section 3.8 with respect Collateral shall revert to the CM Loan corresponding Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the series Administrative Agent following any such termination, and at the expense of Notes in which an Event of Default occurs and the Borrower, the Administrative Agent shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture deliver to the Trustee Borrower written authorization for the Borrower to file UCC-3 termination statements and properly pledged such other documents as the Borrower shall reasonably request to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesevidence such termination.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit by ▇▇▇▇ of the Trustee on behalf of the HoldersSecured Obligations (as hereinafter defined), ▇▇▇▇ hereby grants a security interest in and to (x) all property of ▇▇▇▇ now or hereafter deposited or held or required to be deposited or held in the Pledged Account as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of a security interest in defaulted Loans. In furtherance thereof and in confirmation of the foregoing, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All property of ▇▇▇▇ deposited or held or required to be deposited or held in the Pledged Account, as provided in this Agreement, or relating to any such property of ▇▇▇▇, whether tangible or intangible, and whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of its the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the “Accounts”); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”); (iii) All right, title and interest, whether now interest of ▇▇▇▇ in or hereafter existing or acquired, to all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases instruments and rents or other similar instrument or agreement securing the obligations of the borrower with respect documents relating to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesabove described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the execution by “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Company Pledged Account, and all proceeds of an instrument any of assignment to the Trustee foregoing, and the execution by the Company present and the filing of financing statements pursuant continuing right to the UCC. The Company shallmake claim for, at its expensecollect and receive, do any and all further acts such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and executeother rights of ▇▇▇▇ to receive payment of Guaranty Fees, acknowledgeother than the ▇▇▇▇ Guarantee Fee Entitlement, deliverfrom the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, fileand any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest shall automatically attach to any and all future deposits to, register earnings from, and record proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further documents act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as are reasonably necessary in order may be requested from time to protect time by the TrusteeOwner to create, evidence, maintain and effect the Owner’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Pledged Account and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Noteshereunder.

Security Interest. Separately, for each Series (a) The due and punctual payment of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for Obligations on the Notes, for when and as the benefit of the Trustee on behalf of the Holders, a security interest in same shall be due and to all of its right, title and interestpayable, whether now on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or hereafter existing or acquiredotherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law) on the Notes and performance and payment of all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect Issuer to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all holders of the documentsNotes or the Trustee and/or the Collateral Trustee under the Note Documents, instruments according to the terms hereunder or agreements evidencing or otherwise securing each Underlying CM Loan thereunder (collectively, the “Underlying CM Loan DocumentsNotes Obligations”); , are secured, as provided in the Security Documents. The Issuer consents and agrees to be bound by the terms of the Security Documents to which it is a party, as the same may be in effect from time to time, and agrees to perform its obligations thereunder in accordance therewith. The Issuer hereby agrees that the Collateral Trustee shall hold the Collateral on behalf of and for the benefit of itself, the Trustee and all of the holders. The Issuer shall deliver to the Trustee copies of all Security Documents and all notices and other documents delivered to the Collateral Trustee pursuant to this Indenture and the Security Documents. (b) Each holder of the Deposit Account Notes, by its acceptance thereof, consents and all money agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and other property release of Collateral and amendments to the Security Documents) as the same may be in effect or may be amended from time to time credited in accordance with their terms and authorizes and appoints the Collateral Trustee to enter into the Collateral Trust Agreement and authorizes and appoints (and directs the Trustee to authorize and appoint) Wilmington Trust, National Association, as the Collateral Trustee. Each holder of the Notes further directs the Collateral Trustee (and authorizes the Trustee to direct the Collateral Trustee) to enter into the Security Documents (including any amendments thereto) and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the Deposit Account; (c) all moneyterms and conditions thereof, cashincluding, instrumentswithout limitation, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all the limitations on duties of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, Collateral Trustee provided in the name Collateral Trust Agreement. The Trustee, the Collateral Trustee and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders each holder of the Notes, to bring actions by accepting the Notes and proceedings thereunder the benefits of the Note Documents, acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing hereafter constituted shall be held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectivelyholders of Note Obligations, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Collateral Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. Separately, for each Series of Notes, the Company ▇▇▇▇ hereby pledges, assigns and grants sets over to the TrusteeOwner, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit by ▇▇▇▇ of the Trustee on behalf Secured Obligations (as hereinafter defined), all of the HoldersTERI’s right, a security title and interest in and to (a) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of its TERI’s right, title and interestinterest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or acquiredhereafter arising, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loansincluding, (c) the (1) promissory notewithout limitation, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements same evidencing or otherwise securing each Underlying CM Loan representing indebtedness due or to become due to ▇▇▇▇ (collectively, all hereinafter called the “Underlying CM Loan DocumentsAccounts”); ; (bii) All funds and investments thereof, whether in the Deposit Account form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined in § 8-313 of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all money hereinafter called the “Intangibles”); (iii) All right, title and other property from time interest of ▇▇▇▇ in or to time credited all instruments and documents covering or relating to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesabove described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the execution by “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Company Pledged Account, and all proceeds of an instrument any of assignment to the Trustee foregoing, and the execution by the Company present and the filing of financing statements pursuant continuing right to the UCC. The Company shallmake claim for, at its expensecollect, do receive and receipt for, any and all further acts such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and executeother rights of ▇▇▇▇ to receive payment of Guaranty Fees, acknowledgeother than the ▇▇▇▇ Guarantee Fee Entitlement, deliverfrom the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to such section, fileand any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, register earnings from, and record proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further documents act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as are reasonably necessary in order may be requested from time to protect time by the TrusteeOwner to create, evidence, maintain and effect the Owner’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Pledged Account and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Noteshereunder.

Security Interest. Separately(a) As security for the performance by the Issuer of all the terms, for each Series covenants and agreements on the part of Notesthe Issuer to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Note Balance and all Interest in respect of the Notes and all other Issuer Obligations, the Company Issuer hereby pledges, assigns and grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf Secured Parties, a continuing security interest in, all of the Holders, a security interest in and to all of its Issuer’s right, title and interestinterest in, to and under all of the following, whether now or hereafter owned, existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing arising (collectively, the “Collateral”). At the expense of the Company): (i) all Pool Receivables, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and (ii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default Related Security with respect to the Notes of a particular Seriessuch Pool Receivables, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and (iii) all rights of the Company Collections with respect to such Pool Receivables, (iv) the Corresponding CM Loan corresponding 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 series Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of Notes held the obligations) of the Issuer under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Holders of the Notes of such seriesSecured Parties) shall have, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a particular series, it shall not exercise the power of attorney, or secured party under any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Defaultapplicable UCC. The Trustee further agrees thatIssuer hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Trustee Collateral shall only exercise power be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of attorney the Administrative Agent, the Purchasers and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights granted to the Trustee pursuant to this Section 3.8 with respect Collateral shall revert to the CM Loan corresponding Issuer; provided, however, that promptly following written request therefor by the Issuer delivered to the series Administrative Agent following any such termination, and at the sole expense of Notes in which an Event of Default occurs the Issuer, the Administrative Agent shall authorize or execute, as applicable, and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture deliver to the Trustee Issuer UCC termination statements and properly pledged such other documents as the Issuer shall reasonably request to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesevidence such termination.

Security Interest. SeparatelyThis Agreement shall constitute a security agreement under applicable Law and, for each Series of Notesin furtherance thereof, the Company shall be deemed to have granted, and does hereby pledgesgrant, assigns and grants to the Trustee, as Participant a first priority security for interest in the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, following for the benefit of the Trustee on behalf of the Holders, a Participant and its assignees as security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) for the Company’s right obligations under this Agreement, including its obligation to payment pay the Participant’s Share hereunder: (i) the Loans, including all future advances (including Authorized Funding Draws) made with respect thereto; (ii) the Loan Documents; (iii) all amounts payable to the Company under the Underlying CM Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Collateral (including Acquired Collateral, whether held by the Company directly or indirectly through an Ownership Entity) relating to the Loans; (v) all claims, suits, causes of action and any other right of the Company, whether known or unknown, against a Borrower, any Guarantor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all cash, securities and other property received or applied by or for the account of the Company under the Loans, (c) the (1) promissory noteincluding all distributions received through redemption, (2) deed consummation of trusta plan of reorganization, mortgagerestructuring, security agreementliquidation or otherwise of a Borrower, assignment of leases and rents Guarantor or other similar instrument obligor under or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantyLoans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (6vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all amounts on deposit therein; (viii) all Ownership Entities; and (ix) any and all distributions on, or proceeds or products of or with respect to, any of the documentsforegoing, instruments or agreements evidencing or otherwise securing each Underlying CM Loan and the rights to receive such proceeds thereof (collectively, the “Underlying CM Loan DocumentsSecured Assets”); (b) . All of the Deposit Account and all money Notes and other property from time to time credited Custodial Documents shall be held by the Document Custodian as set forth in Section 8.01(c) (except and to the Deposit Account; (c) all money, cash, instruments, interest, income extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The Participant shall retain possession of the Notes and other property from Custodial Documents with respect to the Loans until such time as the Company retains the Document Custodian pursuant to time receivedthe provisions of Section 8.01(c) and, receivable or otherwise distributed in respect of or in exchange for any or all at such time, the Company shall cause the Document Custodian to take possession of the foregoing held for Notes and other Custodial Documents with respect to the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and Loans on behalf of the Participant and the Company, . The Company hereby authorizes the filing by the Participant of such financing statements in such jurisdictions as agent the Participant deems appropriate (in its sole and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do absolute discretion) with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectivelyLoans, the “Collateral”)Loan Documents and the Loan Proceeds. At The Company shall deliver to the expense of Participant (i) for each Loan, an allonge, endorsed in blank, and executed by the Company, and (ii) for each Loan that is not registered on the Company agrees to executeMERS® System, deliver an assignment, in blank, and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution executed by the Company Company. Such allonges and assignments shall be held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to effect the endorsement of an instrument of a Note or the assignment to effect the Trustee and the execution by the Company and the filing assignment of financing statements pursuant a mortgage to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect Participant unless the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority Participant is entitled to exercise any and all its rights of as a secured party in accordance with this Agreement upon the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon occurrence and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees thatCompany shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Trustee Electronic Tracking Agreement. The Company shall only exercise power of attorney be designated as the “servicer” and the other rights granted to the Trustee pursuant to this Section 3.8 “investor” with respect to the CM Loan corresponding Loans that are registered on the MERS® System, and the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any interest in any of the Loans and to confirm that the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the Loans registered on the MERS® System and provide the results to the series of Notes Participant and, if requested by the Participant, shall request that MERS change the information in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture fields, to the Trustee extent MERS will do so in accordance with its policies and properly pledged procedures and otherwise consistent with this Agreement, to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesreflect its instructions.

Security Interest. SeparatelyOn each Purchase Date, for each Series of Notes, the Company Seller hereby pledgessells, assigns and grants conveys all rights and interests in the related Purchased Assets. ▇▇▇▇▇▇ and ▇▇▇▇▇ intend that the Transactions hereunder be sales to Buyer of the TrusteePurchased Assets (other than for accounting and tax purposes) 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 other than sales, and as security for the due payment and Seller’s performance of all the Company’s responsibilities under this Indenture for the Notesof its Obligations, for the benefit of the Trustee on behalf of the Holdersand in any event, Seller hereby grants, conveys and assigns, as applicable, to Buyer, a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to all of its right, title and interestthe following property, whether now existing or hereafter existing created or acquired: (i) each Purchased Asset which is the subject of a Transaction hereunder and each Pledged Asset which is pledged in connection with a Transaction hereunder, including without limitation the REO Subsidiary Interests and the Participation Interests, (ii) all its beneficial interest of Seller in any Underlying Mortgage Loans and Underlying REO Property identified on a Confirmation and in any Underlying REO Properties identified in a notice in accordance with Section 4(d)(ii), in each Series of Notes’ CM Loan as follows: (a) the Company’s right case delivered by Seller to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property Buyer from time to time credited time, (iii) any other collateral pledged or assets to the Deposit Account; (c) secure, or otherwise specifically relating to such Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property, together with all moneyfiles, cashmaterial documents, instruments, interestsurveys (if available), income certificates, correspondence, appraisals, computer records, computer storage media, loan accounting records and other property books and records relating thereto, (iv) Servicing Advances and rights to reimbursement thereof, (v) the Servicing Records, any applicable servicing agreement and the related Servicing Rights related to the Purchased Assets, Underlying Mortgage Loans, Underlying REO Properties and Pledged Assets, (vi) all rights of Seller to receive from time any third party or to time received, receivable take delivery of any Servicing Records or otherwise distributed in respect of or in exchange for any or all other documents which constitute a part of the foregoing held for the benefit and security Asset File, Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Holders of Asset File or Servicing File related to the Notes; Purchased Assets, Underlying Mortgage Loans, Underlying REO Properties or Pledged Assets, (dvii) the Pledged Accounts, (viii) all present Agency Securities related to Pooled Loans that are related to the Purchased Assets, (ix) the Operating Account, and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant all Income relating to any of the foregoing held for the benefit Purchased Asset, Underlying Mortgage Loan, Underlying REO Property and security of the Holders of the NotesPledged Asset, (x) all Income relating to bring actions such Underlying Mortgage Loans or Underlying REO Property and proceedings thereunder or for the specific or other enforcement thereof, or rights to receive payments and distributions with respect thereto, (xi) to make the extent assignable, all waivers rights to payment of mortgage guaranties and agreementsinsurance (issued by governmental agencies or otherwise), to grant or refuse requestsincluding FHA, to give or withhold noticesVA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to exercise all rightsany Purchased Assets, remediesPledged Assets, powers, privileges and options, to grant Underlying Mortgage Loans or withhold consents and approvals and do any Underlying REO Properties and all things claims and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled payments thereunder (including without limitation any rights to do with respect to the foregoing held for the benefit reimbursement of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (eServicing Advances) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of Seller to receive from any third party or to take delivery of any of the Company with respect foregoing, (xii) all interests in real property collateralizing any Mortgage Loans related to the Corresponding CM Loan corresponding Purchased Assets, Underlying Mortgage Loans, Underlying REO Properties or Pledged Assets, (xiii) to such series of Notes held for the benefit of the Holders of the Notes of such seriesextent assignable, all other insurance policies and each contractinsurance proceeds relating to any Purchased Assets, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorneyPledged Assets, or the related Mortgaged Property or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Underlying REO Property and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.all

Security Interest. SeparatelyTo secure timely payment of the Obligations and performance in full of the other obligations related thereto, for each Series of Notes, the Company Guarantor hereby pledges, assigns and grants to the Trustee, as security for the due payment Bank a continuing lien upon and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest in and to all of its right, title and interestinterest of Guarantor in all personal and real property, whether now owned or existing or hereafter existing acquired or acquiredarising, all its interest in each Series of Notes’ CM Loan as follows: including the following: (a) all of Guarantor's accounts, including, without limitation, all of the Company’s right Guarantor's accounts receivable arising out of the sale or lease of inventory or other goods or out of the rendering of services, whether or not specifically assigned to payment under the Underlying CM LoansBank; (b) all of Guarantor's inventory, including, without limitation, all of Borrower's goods held for sale or lease or being processed for sale or lease, including all materials, work-in-process, finished goods, supplies and other goods customarily classified as inventory, including inventory at any time in the possession of any bailee; (c) the all of Guarantor's goods, machinery, equipment, vehicles and fixtures in addition to those specified in (1a) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6b) above, wherever located; (d) all of Guarantor's cash, negotiable instruments, documents of title, chattel paper, general intangibles, securities, leases, contract rights, books and records, certificates of deposit, deposit accounts, cash equivalents, interest or dividends on any of the documentsforegoing, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyinsurance claims, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money patents, trademarks, good will and other property of whatever description, wherever now or hereafter located, and now or hereafter in transit to or in the possession or control of or assigned to or owned or held by Bank; and (e) without limitation of the foregoing, all substitutions, renewals, improvements and replacements of, and additions and accessories to, the foregoing, and all products and proceeds of the foregoing, including, without limitation, all of the proceeds in any form of Guarantor's accounts and inventory, whether specifically assigned to Bank or not. The terms used herein to identify the assets described above shall have the respective meanings assigned to such terms as of the date hereof in the Illinois Uniform Commercial Code. If in the reasonable judgment of Bank said security or any additions thereto or substitutes therefor or any part thereof, shall have depreciated in value, or if Borrower shall have failed or refused to make full and prompt payments, when due, of any Obligations of Borrower, the payment of which is guaranteed hereunder, after the expiration of all cure and grace periods, the Bank, at its option, shall have full power at any time and from time to time credited to sell, assign and deliver the Deposit Account; (c) whole of said property and all moneyadditions thereto and substitutes therefor, cashor any part of said property, instrumentsadditions and substitutes at any public or private sale, interestand without advertising the same and without notice to Guarantor, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all with the right of the foregoing held for the benefit Bank to be a purchaser at any such sale or sales, and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf event of the Companyany sale or purchase hereunder no matter by or to whom made, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement all notice thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things equity or right of redemption, whether before or after sale hereunder is hereby expressly waived; and, after deducting all legal and exercise all other discretionary rightscosts and expenses, optionsincluding reasonable attorneys' fees, privileges or benefits which from the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all such sale or sales, to apply the foregoing (collectivelyremainder on any Obligations of Borrower, or of Guarantor covered hereby whether due or not, as the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such seriesBank shall deem proper, and each contractreturn the surplus, agreement or other document or instrument included therein. The Trustee agrees thatif any, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesGuarantor.

Security Interest. Separately, for each Series of Notes, the Company The Pledgor hereby pledges, unconditionally grants and assigns and grants to the TrusteeAdministrative Agent, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the HoldersSecured Parties, and their respective successors and permitted assigns, a continuing security interest in and security title to the Ownership Interests in any Subsidiary of the Pledgor obtained in the future, and in each case, all certificates representing such shares or ownership interests, all rights, options, warrant, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Ownership Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, all of which shall constitute “Ownership Interests” hereunder. The Pledgor has delivered to the Administrative Agent all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) and to the Company’s right to payment under the Underlying CM LoansOwnership Interests, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower together with certificates with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantyCertificated Ownership Interests, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed undated stock powers endorsed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do blank with respect to the foregoing held Certificated Ownership Interests, as security for the benefit Secured Obligations; it being the intention of the Holders parties hereto that beneficial ownership of the Notes Ownership Interests, including, without notice tolimitation, consent or approval by or joinder of the Company; all voting, consensual and (e) all revenuesdividend rights, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest shall remain in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of Pledgor until the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon occurrence and during the continuance of an Event of Default with respect to Notes under the terms of a particular series, it the Loan Agreement and until the Administrative Agent shall not notify the Pledgor of the Administrative Agent’s exercise the power of attorney, or any voting and dividend rights granted to the Trustee Ownership Interests pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes9 hereof.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment and performance dates or otherwise) of all the Company’s responsibilities under this Indenture for the NotesSecured Obligations, for the benefit of the Trustee on behalf of the Holders, Borrower grants to Lender a security interest in all of Borrower’s right, title, and interest in and to all of its right, title and interest, the following personal property whether now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing acquired (collectively, the “Collateral”). At the expense ): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the Companycapital stock of any CFC that constitutes a Permitted Investment); (g) Deposit Accounts; (h) Cash; (i) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Lender; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing. Notwithstanding anything contained in this Agreement to the contrary, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but term “Collateral” shall not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do include: (i) any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security rights or interest in any contract, lease, permit, license, or license agreement covering real or personal property of Borrower if under the Collateralterms of such contract, subject to no Liens lease, permit, license, or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of license agreement, or applicable law with respect thereto, the grant of the a security interest in the Collateral for the Notes, upon and during continuance or lien therein is prohibited as a matter of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder law or under the Underlying Notes. In terms of such contract, lease, permit, license, or license agreement and such prohibition or restriction has not been waived or the event consent of the other party to such contract, lease, permit, license, or license agreement has not been obtained (provided, that, (A) the foregoing exclusions of this clause (i) shall in no way be construed (1) to apply to the extent that any CM Loan described prohibition or restriction is not properly pledged ineffective under Section 9-406, 9-407, 9-408, or assigned 9-409 of the UCC or other applicable law, or (2) to apply to the Trustee extent that any consent or waiver has been obtained that would permit Lender’s security interest or lien to attach notwithstanding the prohibition or restriction on the pledge of such contract, lease, permit, license, or license agreement and (B) the Trustee foregoing exclusions of clause (i) shall in no way be construed to limit, impair, or otherwise affect Lender’s continuing security interests in and liens upon any rights or interests of Borrower in or to (1) monies due or to become due under or in connection with any described contract, lease, permit, license, license agreement, or (2) any proceeds from the Trustee shall have no liability sale, license, lease, or other dispositions of any such contract, lease, permit, license or license agreement); or (ii) any United States intent-to-use trademark applications to the Holders extent that, and solely during the period in which, the grant of a security interest therein would impair the Notesvalidity or enforceability of such intent-to-use trademark applications under applicable federal law, provided that upon submission and acceptance by the United States Patent and Trademark Office of an amendment to allege use pursuant to 15 U.S.C. Section 1060(a) (or any successor provision), such intent-to-use trademark application shall be considered Collateral.

Security Interest. Separately(a) In order to secure the performance by the Partnership of all of its covenants, for each Series of Notesagreements and obligations under the Loan Instruments, the Company existing Interest Rate Hedging Agreement, the Collateral Security Documents and the payment by the Partnership of all obligations thereunder, this Agreement is intended to create, and the Partnership hereby pledgespledges to, assigns and grants to creates in favor of, the Trustee, as security Security Agent for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of Secured Parties (other than the HoldersGeneral Partner Term Lender), a security interest in and to, the Accounts (other than the General Partner Required Payments Reserve Account), all cash, cash equivalents, instruments, investments and other securities at any time on deposit in such Accounts, all present and future accounts, chattel paper, documents, general intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Partnership, all other rights of the Partnership to receive the payment of money due and to become due to the Partnership under the Power Purchase Agreement and any other Assigned Contract, all moneys payable under any insurance policies or as a result of any Taking, all moneys payable upon the sale or other disposition of any other Collateral and all proceeds of any of the foregoing. All moneys, cash equivalents, instruments, investments and securities at any time on deposit in any of such Accounts shall constitute collateral security for the payment by the Partnership of the obligations under the Loan Instruments and the Collateral Security Documents and the performance and observance by the Partnership of all the covenants and conditions contained herein and in the Loan Instruments, the existing Interest Rate Hedging Agreement, and the other Basic Documents and, shall at all times be subject to the control of the Security Agent, and shall be held in the custody of the Security Agent in trust for the purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the security interest of the Security Agent for the equal and ratable benefit of the Secured Parties (other than the General Partner Term Lender) in and to such Accounts and all cash, investments and securities at any time on deposit in such Accounts, the Security Agent shall be deemed to be the agent of the Secured Parties (other than the General Partner Term Lender). (b) In order to secure the performance by the General Partner of all of its rightcovenants, title agreements and interestobligations under the General Partner Term Loan Agreement and the Transaction Documents, whether now or hereafter existing or acquiredand the payment by the General Partner of all obligations thereunder, all its this Agreement is intended to create, and the General Partner hereby pledges to, and creates in favor of the General Partner Term Lender, a security interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyto, the “Underlying CM Loan Documents”); (b) the Deposit General Partner Required Payments Reserve Account and all money and other property from time to time credited to the Deposit Account; (c) all moneycash, cashcash equivalents, instruments, interest, income investments and other property from securities at any time to on deposit in such Account. All moneys, cash equivalents, instruments, investments and securities at any time received, receivable or otherwise distributed on deposit in respect of or in exchange such Account shall constitute collateral security for any or all the payment by the General Partner of the foregoing obligations and the performance and observance by the General Partner of all the covenants and conditions contained herein and in the General Partner Term Loan Agreement, and the other Transaction Documents, and shall at all times be subject to the control of the Security Agent, and shall be held in the custody of the Security Agent in trust for the benefit purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the security interest of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held Security Agent for the benefit of the Holders General Partner Term Lender in and to the General Partner Required Payments Reserve Account, Security Agent shall be deemed to be the agent of the Notes without notice to, consent General Partner Term Lender. (c) The Partnership shall not have any rights or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default powers with respect to any amounts in the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, Accounts or any rights granted to part thereof except as provided in accordance with the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesprovisions hereof.

Security Interest. Separately, for each Series (a) Subject to the terms of Notesthe Acknowledgment Agreement, the Company Borrower hereby pledgesgrants, pledges and assigns and grants to the Trustee, Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the due payment and performance of all by the Company’s responsibilities under this Indenture for the Notes, for the benefit Borrower of the Trustee on behalf of the HoldersObligations, a security interest in and to all of its the Borrower’s right, title and interestinterest in, to and under, in any case, whether now held or hereafter existing or acquired, : (i) all its interest in each Series of Notes’ CM Loan as follows: ▇▇▇▇▇▇ ▇▇▇ MSRs; (aii) all Servicing Income; (iii) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Collection Account and all money and other property sums from time to time credited on deposit in it; (iv) the Borrower’s rights, powers and remedies under any Approved Subservicing Agreements; (v) all Related Security; (vi) the Borrower’s rights, powers and remedies under the Portfolio ▇▇▇▇▇▇ (which shall be acceptable in form and substance acceptable to the Deposit Account; Administrative Agent) and any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created; (cvii) all moneyrights to have and receive any of the Collateral described above, cash, instruments, interest, income all accessions or additions to and other property from time to time received, receivable or otherwise distributed in respect of or in exchange substitutions for any or of such Collateral, together with all renewals and replacements of any of such Collateral, all of the foregoing held for the benefit Borrower’s present and security future accounts, payment intangibles and general intangibles arising from or relating to any Collateral; and (viii) all Records relating to and all proceeds of the Holders of the Notes; (d) foregoing, including all present insurance and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, claims for insurance effected or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders Borrower or the Administrative Agent in respect of any of the Notes without notice toforegoing, consent in each case whether now existing or approval by hereafter arising, accruing or joinder accrued, but excluding, for the avoidance of doubt, with respect to the Company; and (e) all revenues▇▇▇▇▇▇ ▇▇▇ MSRs, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing any Servicing Receivables (collectively, (i)-(viii), the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. Separately, for each Series of Notes, To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the HoldersObligations when due, Borrower hereby grants to Silicon a security interest in and to all of its right, title and interestBorrower's interest in the following, whether now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan wherever located (collectively, the “Underlying CM Loan Documents”); (b) the "Collateral"): All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower's Deposit Account Accounts, and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other all property from now or at any time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name future in Silicon's possession (including claims and on behalf credit balances), and all proceeds (including proceeds of the Companyany insurance policies, as agent proceeds of proceeds and attorney-in-factclaims against third parties), or otherwise, to make claim for all products and demand performance on, under or pursuant all books and records related to any of the foregoing held for the benefit and security (all of the Holders of the Notesforegoing, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or together with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rightsproperty in which Silicon may now or in the future be granted a lien or security interest, optionsis referred to herein, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, as the “"Collateral”"). At the expense of the Company.* *NOTWITHSTANDING THE FOREGOING, the Company agrees to executeTHE COLLATERAL SHALL NOT INCLUDE ANY RIGHTS TO EXERCISE ANY PUT UNDER THE EQUITY LETTER AGREEMENT DATED MARCH 30, deliver and file such further agreements1999 BETWEEN BORROWER AND CERTAIN INVESTORS, instruments and certificates as may be necessary to preservePURSUANT TO WHICH BORROWER HAS THE RIGHT TO REQUIRE SUCH INVESTORS TO PURCHASE EQUITY SECURITIES OF THE BORROWER, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAS IN SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT EFFECT AT THE DATE HEREOF (A TRUE COPY OF WHICH HAS BEEN PROVIDED BY BORROWER TO SILICON).

Security Interest. Separately, for each Series of Notes, the Company ▇▇▇▇ hereby pledges, assigns and grants sets over to the TrusteeOwner, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit by ▇▇▇▇ of the Trustee on behalf Secured Obligations (as hereinafter defined), all of the HoldersTERI’s right, a security title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of its TERI’s right, title and interestinterest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or acquiredhereafter arising, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loansincluding, (c) the (1) promissory notewithout limitation, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements same evidencing or otherwise securing each Underlying CM Loan representing indebtedness due or to become due to ▇▇▇▇ (collectively, all hereinafter called the “Underlying CM Loan DocumentsAccounts”); ; (bii) All funds and investments thereof, whether in the Deposit Account form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all money hereinafter called the “Intangibles”); (iii) All right, title and other property from time interest of ▇▇▇▇ in or to time credited all instruments and documents covering or relating to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesabove described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the execution by “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Company Pledged Account, and all proceeds of an instrument any of assignment to the Trustee foregoing, and the execution by the Company present and the filing of financing statements pursuant continuing right to the UCC. The Company shallmake claim for, at its expensecollect and receive, do any and all further acts such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and executeother rights of ▇▇▇▇ to receive payment of Guaranty Fees, acknowledgeother than the ▇▇▇▇ Guarantee Fee Entitlement, deliverfrom the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, fileand any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, register earnings from, and record proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further documents act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as are reasonably necessary in order may be requested from time to protect time by the TrusteeOwner to create, evidence, maintain and effect the Owner’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Pledged Account and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Noteshereunder.

Security Interest. Separately, for each Series of Notes(a) For value received, the Company Debtor hereby pledgestransfers, mortgages, grants and assigns to the Secured Party, and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest (the “Security Interest”) to the Secured Party in all of the present and after-acquired personal property of the Debtor (or in which the Debtor now or anytime hereafter has or acquires rights) of any and all kinds whatsoever. Without limiting the generality of the foregoing, the Security Interest herein granted extends to all present and after-acquired Goods, (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of its rightTitle (whether negotiable or not) Instruments, title Intangibles and interest, whether Securities which the Debtor now or hereafter existing may own or acquired, all its in which the Debtor acquires an interest in each Series of Notes’ CM Loan or rights (including without limitations such as follows: (amay be returned to or repossessed by the Debtor) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money Proceeds and other renewals thereof Accessions thereto and substitutions therefor; and the personal property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company Security Interest is or may become entitled granted hereby is collectively herein referred to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, as the “Collateral”). At the expense of the Company. (b) In this Agreement, the Company agrees terms “Goods”, “Chattel Paper”, “Documents of Title”, “Equipment”, “Consumer Goods”, “Instruments”, “Intangibles”, “Securities”, “Proceeds”, “Inventory”, and “Accession”, whenever used herein shall be interpreted pursuant to executetheir respective meanings when used in the Personal Property Security Act of Alberta as amended from time to time, deliver which Act including amendments thereto, and file such further agreementsany Acts substituted therefor and amendments thereto is herein referred to as the “PPSA”. The term, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee “Inventory” when used herein shall include livestock and the young thereof after conception and crops that become crops within one year of execution by of this Security Agreement. Any reference herein to “Collateral” shall, unless the Company and the filing of financing statements pursuant context otherwise requires, be deemed to the UCCbe a reference to “Collateral or any part thereof’. The Company shallterm “Proceeds” whenever used herein and interpreted as above shall by way of example include trade-ins, at its expenseequipment, do any and all further acts and executecash, acknowledgebank accounts, delivernotes, filechattel paper, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateralgoods, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notescontract rights, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such seriesaccounts, and each contractany other personal property or obligation received when such Collateral or Proceeds are sold, agreement exchanged, collected or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesotherwise disposed of.

Security Interest. Separately(a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, for each Series of Notesin the event any such Transactions are deemed to be loans, the Company and in any event, Seller hereby pledges, assigns and grants pledges to the Trustee, Buyer as security for the due payment performance by Seller of its Obligations and performance hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of all the CompanySeller’s responsibilities right, title and interest in, to and under this Indenture for the Notes, for the benefit each of the Trustee following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Repurchase Assets”: (i) all Assets identified on behalf an Asset Schedule or Schedule 2 hereto; (ii) all amounts due in respect of the HoldersParticipation Certificate and the related Participation Agreement identified on Schedule 2 hereto; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Participation Agreements); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) Seller and Buyer hereby assigns, pledges, conveys and grants a security interest in and to all of its right, title and interestinterest in, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment and under the Underlying CM Loans, Repurchase Assets to Buyer to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. (c) The parties acknowledge that ▇▇▇▇▇▇ ▇▇▇ has certain rights under the (1) promissory noteAcknowledgment Agreement, (2) deed of trustincluding the right to cause the Seller to transfer servicing to Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. The parties acknowledge that, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loanextent that ▇▇▇▇▇▇ Mae exercises its rights to cause Seller to transfer the MSRs and Excess Spread without the requirement of payment therefor, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or such transfer shall be deemed a transfer in exchange for any or all debt forgiveness by Buyer in an amount equal to the lesser of (x) the fair market value of such Excess Spread and (y) the outstanding balance of the foregoing held for Repurchase Price attributable to such Excess Spread, each as determined by the benefit and security of the Holders of the Notes; Buyer. (d) all present Seller and continuing rightBuyer hereby acknowledge and agree that the Buyer has sold and/or pledged its rights to the Repurchase Assets hereunder to the Issuer pursuant to the PC Repurchase Agreement, power and authority of Seller acknowledges the Company, Lien as more particularly set forth in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and PC Repurchase Agreement. (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds The foregoing provisions of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees this Section are intended to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected constitute a security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document arrangement or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant other credit enhancement related to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Agreement and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs Transactions hereunder as defined under Sections 101(47)(A)(v) and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders 741(7)(A)(xi) of the NotesBankruptcy Code.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment and performance dates or otherwise) of all the Company’s responsibilities under this Indenture for the NotesSecured Obligations, for the benefit of the Trustee on behalf of the Holders, Borrower grants to Agent a security interest in all of Borrower’s right, title, and interest in and to all of its right, title and interest, the following personal property whether now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing acquired (collectively, the “Collateral”): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles (other (i) Goods; and all other tangible and intangible personal property (other than Intellectual Property) of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of each of the foregoing; provided, however, that the Collateral shall include all Accounts and General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). At Notwithstanding the expense of the Companyforegoing, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, if a judicial authority (including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected a U.S. Bankruptcy Court) holds that a security interest in the Collateralunderlying Intellectual Property is necessary to have a security interest in the Rights to Payment, subject to no Liens or charges of any type whatsoever except for Liens pursuant to then the Collateral shall automatically, and permitted by this Indenture. In furtherance effective as of the date of this Agreement, include the Intellectual Property to the extent necessary to permit perfection of Agent’s security interest in the Rights to Payment. 3.2 Notwithstanding the broad grant of the security interest set forth in Section 3.1, above, the Collateral shall not include (i) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter; or (ii) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, Sections 9406 and 9408 of the UCC or any successor provisions). If this Agreement is terminated, Agent’s Lien in the Collateral for shall continue until the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the Secured Obligations (other than inchoate indemnity obligations) are satisfied in full, exclusive and irrevocable rightat such time, power Agent shall, at Borrower’s sole cost and authority to exercise any expense, terminate its security interest in the Collateral and all rights of the Company with respect therein shall automatically revert to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesBorrower.

Security Interest. Separately(a) As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Secured Parties, or to any of their respective successors and assigns, for each Series the ratable benefit of Notesthe Secured Parties, the Company and hereby pledges, assigns and grants to the TrusteeSecured Parties, as security for the due payment its successors and performance of all the Company’s responsibilities under this Indenture for the Notesassigns, for the ratable benefit of the Trustee on behalf of the HoldersSecured Parties, a security interest in and to in, all of its such Grantor's right, title and interestinterest in, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment and under the Underlying CM LoansCollateral (the "Note Debenture Security Interest"). Without limiting the foregoing, the Secured Parties are hereby authorized to file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (cor any successor office) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument documents for the purpose of perfecting, confirming, continuing, enforcing or agreement securing protecting the obligations Note Debenture Security Interest granted by the Grantors, without the signature of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantyGrantors, and (6) all of naming the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, Grantors as debtors and the “Underlying CM Loan Documents”); Secured Parties as secured parties. (b) As security for the Deposit Account payment or performance, as the case may be, in full of the Cash Debenture Obligations and all money Other Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and other property from time to time credited transfers to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-factSecured Parties, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held their respective successors and assigns, for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the ratable benefit of the Holders of the Notes without notice toSecured Parties, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company hereby grants to the Trustee on behalf of the Holders the fullSecured Parties, exclusive its successors and irrevocable rightassigns, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the ratable benefit of the Holders Secured Parties, a security interest in, all of such Grantor's right, title and interest in, to and under the Collateral (the "Cash Debenture and Other Security Interest", together with the Note Debenture Security Interest, the " Security Interest"). Without limiting the foregoing, the Secured Parties are hereby authorized to file one or more financing statements, continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) or other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Note Debenture and Other Security Interest granted by the Grantors, without the signature of the Notes of such seriesGrantors, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during naming the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Grantors as debtors and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly Secured Parties as secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesparties.

Security Interest. Separately(a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the Servicing Rights, for each Series of Noteswhich are pledged, and not sold, to the Buyer), in the event any such Transactions are deemed to be loans, and in any event, the Company Seller hereby pledges, assigns and grants pledges to the Trustee, Buyer as security for the due payment performance by the Seller of its Obligations and performance of hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf Seller’s right, title and interest in, to and under each of the Holdersfollowing items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) all Assets identified on an Asset Schedule or Schedule 4.01 herein; (ii) all Servicing Rights arising under or related to any Servicing Contract and related Servicing Rights Asset; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, Securitization Transaction or Participation Agreement identified on Schedule 4.01 hereof; (iv) any rights in the Dedicated Account and to the amounts on deposit therein; (v) all rights under each Participation Agreement; (vi) all records, instruments or other documentation evidencing any of the foregoing; (vii) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of the Seller’s rights, title and interest in and under the Participation Agreements and the Servicing Contracts); and (viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing; provided that the Seller does not assign or pledge to the Buyer, or grant a security interest in any of the Seller’s right, title and interest, in, to or under the Seller’s rights to the Excluded Collateral. (b) The Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interestinterest in, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment and under the Underlying CM Loans, Repurchase Assets to the Buyer to secure the Obligations. The Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to the Buyer hereunder. (c) The Buyer and the Seller hereby agree that in order to further secure the Seller’s Obligations hereunder, the Seller hereby grants to the Buyer a security interest in (1i) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations as of the borrower with respect Closing Date, the Seller’s rights (but not its obligations) under the Facility Documents including without limitation any rights to the Underlying CM Loanreceive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments now existing or agreements evidencing or otherwise securing each Underlying CM Loan hereafter created (collectively, the “Underlying CM Loan DocumentsRepurchase Rights”); ) and (bii) all collateral however defined or described under the Deposit Account and all money and other property from time to time credited Facility Documents to the Deposit Account; extent not otherwise included under the definitions of Repurchase Assets or Repurchase Rights (c) all moneysuch collateral, cash“Additional Repurchase Assets”, instrumentstogether with the Primary Repurchase Assets, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “CollateralRepurchase Assets”). (d) The parties acknowledge that ▇▇▇▇▇▇ Mae has certain rights under the ▇▇▇▇▇▇ ▇▇▇ Servicing Contract and the Acknowledgement Agreement, including the right to cause the Seller to transfer servicing to the Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. At To the expense extent that ▇▇▇▇▇▇ Mae requires a transfer of servicing to an Affiliate of the Company, the Company agrees to execute, deliver Buyer and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect secure the TrusteeSeller’s title obligations to effect such transfer, the Seller hereby assigns, pledges, conveys and first priority perfected grants a security interest in the Collateralall of its right, subject to no Liens or charges of any type whatsoever except for Liens pursuant title and interest in, to and permitted by this Indenture. In furtherance under the Servicing Rights to an Affiliate of the grant Buyer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located. The parties acknowledge that, to the extent that ▇▇▇▇▇▇ ▇▇▇ exercises its rights to cause the Seller to transfer the Servicing Rights and Excess Spread to the Buyer or an Affiliate of the security interest Buyer (and, if accepted by the Buyer, to cause the Buyer or an Affiliate of the Buyer to accept and assume the responsibility for performing the Seller’s servicing duties under, and otherwise complying with the applicable Servicing Contract) without the requirement of payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by the Collateral for the Notes, upon and during continuance of Buyer in an Event of Default with respect amount equal to the Notes lesser of a particular Series, (x) the Company grants to fair market value of such Servicing Rights and Excess Spread and (y) the Trustee on behalf outstanding balance of the Holders Purchase Price attributable to such Servicing Rights and Excess Spread, each as determined by the full, exclusive and irrevocable right, power and authority to exercise any and all rights Buyer. An Affiliate of the Company with respect Buyer shall have all the rights and remedies against the Seller and the Purchased Assets and Repurchase Assets as set forth herein and under the UCC. (e) The foregoing provisions of this Section are intended to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, constitute a security agreement or other document arrangement or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant other credit enhancement related to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Agreement and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs Transactions hereunder as defined under Sections 101(38)(A) and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders 741(7)(A)(xi) of the NotesBankruptcy Code.

Security Interest. Separately(1) The parties hereto intend and agree that MW shall have no right, title or interest in or to Accounts, Indebtedness and/or Account Documentation (for each Series the avoidance of Notesdoubt, whether owned by MWCC or any of its Affiliates) and/or any of the Company hereby pledgesproceeds of any of the foregoing, assigns except for those Accounts, Indebtedness and grants Account Documentation, if any, specified in SECTION 7.1(2) hereof. Against the possibility that, despite 77 such agreement and intentions of the parties, MW is found to have some right, title or interest in or to Accounts, Indebtedness or Account Documentation or any of the proceeds of any of the foregoing except to the Trusteeextent specified in SECTION 7.1(2) hereof, as security for and to provide MWCC with further assurance, secure MWCC's rights under the due Program (including any right to collect Accounts and Indebtedness hereunder), and secure payment and and/or performance of all the Company’s responsibilities under this Indenture for the Notesof MW's Obligations, for the benefit of the Trustee on behalf of the HoldersMW hereby grants, and continues, to MWCC a present and continuing security interest (subject to no other Liens caused by or arising from the acts or omissions, whether direct or indirect, of MW, its Affiliates and/or Authorized Licensees) in and to all the following property or interests in property of its right, title and interestMW, whether now existing or hereafter existing created or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) all Accounts and Indebtedness; (b) all Account Documentation; and (c) all proceeds of any of the Company’s foregoing. (2) To secure MWCC's rights under the Program (including any right to collect and keep and have paid over to it, Recoveries on (a) accounts owned by MW in connection with Section 4.5 of the Original Account Purchase Agreement, (b) Indemnified 1996 Net Defaulted Indebtedness and (c) Indemnified 1996 Starter Card Net Defaulted Indebtedness), and secure payment under and/or performance of all of MW's Obligations, MW hereby grants, and continues, to MWCC a present and continuing security interest (subject to no other Liens caused by or arising from the Underlying CM Loansacts or omissions, whether direct or indirect, of MW, its Affiliates and/or Authorized Licensees) in and to the following property or interests in property of MW, whether now existing or hereafter created or acquired: (a) all accounts owned by MW in connection with Section 4.5 of the Original Account Purchase Agreement, (b) all Indemnified 1996 Net Defaulted Indebtedness, (c) the (1) promissory noteall Indemnified 1996 Starter Card Net Defaulted Indebtedness, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of Account Documentation (including as defined under the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect Original Account Purchase Agreement) relating to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Companyforegoing; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense any of the Company, the Company agrees to execute, deliver foregoing. (3) The parties hereto intend and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the agree that MW shall have no title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, or ownership of, deposits, credit balances and/or reserves on the execution by the Company books of an instrument of assignment MWCC, Monogram or their respective Affiliates relative to the Trustee and Program, this Agreement or the execution Bank Program Agreement (whether such reserves are held by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at such Person on its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens own behalf or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders an Affiliate) and/or any of the Notes proceeds of any of the foregoing, except such seriesright and interest in or to any of the foregoing as expressly provided herein or in the Bank Program Agreement. Against the possibility that, despite such agreement and intentions of the parties, MW is found to have an ownership interest in or to such deposits, credit balances and/or reserves or any of the proceeds of any of the foregoing, and each contractto provide MWCC with further assurance, agreement secure MWCC's rights against MW and its Affiliates under the Program (including any right to collect Accounts and Indebtedness hereunder), and secure payment and/or performance of all of MW's Obligations, MW hereby grants, and continues, to MWCC a present and continuing security interest (subject to no other Liens caused by or other document arising from the acts or instrument included therein. The Trustee agrees thatomissions, except upon whether direct or indirect, of MW, its Affiliates and/or Authorized Licensees) in and during to the continuance following property or interests in property of MW, whether now existing or hereafter created or acquired: (a) all deposits, credit balances and/or reserves on the books of MWCC, Monogram or any of their respective Affiliates relative to the Program, this Agreement or the Bank Program Agreement (whether such reserves are held by such Person on its own behalf or for the benefit of an Event of Default with respect to Notes of a particular seriesAffiliate) including, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees thatwithout limitation, the Trustee shall only exercise power Credit Promotions Account, Liquidation Account and Protection Account (all as defined in the Bank Program Agreement), the MWCC Payment Reserve Account described in SECTION 7.1A(2) hereof and any amounts held by Monogram for transmission to MWCC; and (b) all proceeds of attorney any of the foregoing. (4) The parties hereto intend and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other agree that the CM relating to such series. The Trustee MW shall have no duty right, title or interest in or to ensure that returned and/or repossessed Merchandise, to the CM Loan described herein extent such Merchandise was purchased on an Account and MWCC, Monogram, MWCC Assignees and/or Assignees (as defined in the Bank Program Agreement) have not been paid by MW with respect thereto and/or any of the proceeds of any of the foregoing. Against the possibility that, despite such agreement and intentions of the parties, MW is properly secured found to have some right, title or interest in or to such returned and/or repossessed Merchandise or any of the proceeds of any of the foregoing, and has to provide MWCC with further assurance, secure MWCC's rights under the Program (including any right to collect Accounts and Indebtedness hereunder), and secure payment and/or performance of all of MW's Obligations, MW hereby grants, and continues, to MWCC a present and continuing security interest (subject to no duty other Liens caused by or arising from the acts or omissions, whether direct or indirect, of MW, its Affiliates and/or Authorized Licensees) in and to investigate the following property or interests in property of MW, whether now existing or hereafter created or acquired: (a) returned and/or repossessed Merchandise, to the Company has properly vested extent such Merchandise was purchased on an Account and MWCC, Monogram, MWCC Assignees and/or Assignees (as defined in the rights described Bank Program Agreement) have not been paid by MW with respect thereto; and (b) all proceeds of any of the foregoing. (5) MW agrees to cooperate fully with MWCC in order to give effect to the security interest granted in this Indenture SECTION 7.1 including, without limitation, the filing of UCC-1s or comparable statements in order to the Trustee perfect and properly pledged continue such security interest, notifying MWCC as to the Trustee the Security hereunder its knowledge of any Liens or under the Underlying Notes. In the event that any CM Loan is not properly pledged purported Liens held or assigned to the Trustee asserted by Persons other than MWCC or its Affiliates and the Trustee the Trustee shall have no liability to the Holders obtaining of the Notessuch releases and agreements from its creditors as MWCC may require in its sole discretion.

Security Interest. Separately, for each Series of Notes, In order to secure the Company hereby pledges, assigns and grants to performance by the Trustee, as security for the due payment and performance General Partner of all of its covenants, agreements and obligations under the Company’s responsibilities under General Partner Credit Agreement and the other Transaction Documents (other than the Partnership Agreement and the Partnership Agreement (as defined in the General Partner Credit Agreement)) and the payment by the General Partner of all Obligations, this Indenture for Agreement is intended to create, and the NotesGeneral Partner hereby grants and pledges to, for the benefit and creates in favor of the Trustee on behalf of the HoldersLender, a security interest in and to to, all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: and to (ai) the Company’s right to payment under Debt Service Account and the Underlying CM LoansRequired Payments Account, and (cii) all cash, cash equivalents, instruments, investments and other securities at any time on deposit in the (1) promissory noteDebt Service Account and the Required Payments Account, (2) deed and all proceeds of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations any of the borrower foregoing. All such moneys, cash equivalents, instruments, investments and securities at any time on deposit in the Debt Service Account and the Required Payments Account shall constitute collateral security for the payment by the General Partner of the Obligations and the performance and observance by the General Partner of all the covenants and conditions contained herein with respect to the Underlying CM LoanDebt Service Account and the Required Payments Account, in the General Partner Credit Agreement and in the other Transaction Documents (3) CM Loan agreement, other than the Partnership Agreement and the Partnership Agreement (4) environmental indemnity, (5) guarantyas defined in the General Partner Credit Agreement)), and (6) shall at all times be subject to the control of the documentsLender, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyacting through the Security Agent, pursuant to the “Underlying CM Loan Documents”); (b) terms hereof, and shall be held in the Deposit custody of the Security Agent in trust for the purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the foregoing security interest of the Lender in and to the Debt Service Account and the Required Payments Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instrumentsinvestments and securities at any time on deposit in the Debt Service Account and the Required Payments Account, interest, income and other property from time the Security Agent shall be deemed to time received, receivable or otherwise distributed in respect of or in exchange for any or all be the agent of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesLender.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as 3.1 As security for the prompt and complete payment when due (whether on the payment and performance dates or otherwise) of all the Company’s responsibilities under this Indenture for the NotesSecured Obligations, for the benefit of the Trustee on behalf of the Holders, Borrower grants to Agent a security interest in and to all of its Borrower’s right, title title, and interestinterest in, to and under all of Borrower’s personal property and other assets including without limitation the following (except as set forth herein) whether now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing acquired (collectively, the “Collateral”). At ): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Documents, (j) Goods; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of ▇▇▇▇▇▇▇▇’s property in the expense possession or under the control of Agent; and, to the extent not otherwise included, all Proceeds of each of the Companyforegoing and all accessions to, the Company agrees to executesubstitutions and replacements for, deliver and file such further agreementsrents, instruments profits and certificates as may be necessary to preserve, perfect and protect the title and interests products of each of the Trustee on behalf of foregoing. 3.2 Notwithstanding the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the broad grant of the security interest set forth in Section 3.1, above, the Collateral for shall not include (a) any “intent to use” trademarks at all times prior to the Notesfirst use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, provided, that upon submission and during continuance acceptance by the United States Patent and Trademark Office of an Event amendment to allege use of Default with respect an intent-to-use trademark application pursuant to 15 U.S.C. Section 1060(a) (or any successor provision) such intent-to-use application shall constitute Collateral, (b) nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the Notes of a particular Seriesextent such prohibition on transfer is enforceable under applicable law, the Company grants to the Trustee on behalf including, without limitation, Sections 9406, 9407 and 9408 of the Holders the full, exclusive UCC) and irrevocable right, power and authority to exercise (c) any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesExcluded Account.

Security Interest. Separately(a) As security for the performance by the Borrower of all the terms, for each Series covenants and agreements on the part of Notesthe Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Company Borrower undertakes to grant and hereby pledges, assigns and grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf Secured Parties, a continuing security interest in, all of the Holders, a security interest in and to all of its Borrower’s right, title and interestinterest in, to and under all of the following, whether now or hereafter owned, existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing arising (collectively, the “Collateral”). At the expense of the Company): (i) all Pool Receivables, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and (ii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default Related Security with respect to the Notes of a particular Seriessuch Pool Receivables, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and (iii) all rights of the Company Collections with respect to such Pool Receivables, (iv) the Corresponding CM Loan corresponding Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such series Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of Notes held the obligations) of the Borrower under the Purchase and Sale Agreement, (vi) all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles) (each as defined in the UCC), (vii) all other personal and fixture property or assets of the Borrower of every kind and nature and (viii) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. (b) The Administrative Agent (for the benefit of the Holders of the Notes of such seriesSecured Parties) shall have, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular seriesall the Collateral, it shall not exercise the power of attorney, or any rights granted and in addition to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and all the other rights granted and remedies available to the Trustee pursuant to this Section 3.8 with respect to Administrative Agent (for the CM Loan corresponding to benefit of the series Secured Parties), all the rights and remedies of Notes in which an Event of Default occurs a secured party under any applicable UCC and shall not exercise and shall be prohibited from exercising such rights against any CM all other that the CM relating to such seriesApplicable Law. The Trustee shall have no duty Borrower hereby authorizes the Administrative Agent to ensure file financing statements and any other applicable filings in any applicable jurisdiction describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights collateral described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAgreement.

Security Interest. Separately, for each Series Paragraph 6 of Notes, the Company SIFMA Master is hereby pledges, assigns amended and restated in its entirety to read as follows: (a) Seller hereby grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAgent, for the benefit of the Trustee on behalf of the HoldersBuyers, a first priority security interest in all of Seller’s right, title and interest in and to all of its right, title and interest, whether now or hereafter existing or acquiredloans identified in the Portfolio Schedule applicable to each Transaction entered into under this Agreement, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right rights to payment under the Underlying CM Loansarising thereunder, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property that may from time to time credited to evidence such loans and all rights arising under the Deposit Account; (c) all moneyloan agreements governing such loans, cash, instruments, interest, income and other property from time to time received, receivable whether now existing or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticeshereafter arising, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing thereof (collectively, the “Collateral”), to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). At This Agreement shall create a continuing security interest in the expense Collateral (notwithstanding any deemed repurchase by Seller under an expiring Transaction and simultaneous deemed purchase by Buyers under a subsequent Transaction of any Roll-Over Securities) and shall remain in full force and effect until such security interest is released pursuant to (and to the extent provided in) Paragraph 6(c) below or until all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement have been indefeasibly paid in full (without application of any set off or netting). Agent (for the benefit of the CompanyBuyers) shall have, with respect to all the Company agrees Collateral, in addition to executeall other rights and remedies available to Agent (for the benefit of the Buyers) under the Transaction Agreements, deliver all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Agent to file such further agreements, instruments financing statements (and certificates continuation statements with respect to such financing statements when applicable) as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements security interest granted pursuant to the UCC. The Company shallforegoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction (which financing statements may describe the collateral as “All of Debtor’s right, at its expensetitle and interest in and to all loans identified in the schedule (as such schedule is amended and restated from time to time, do any each a “Portfolio Schedule”) applicable to each transaction entered into under the 1996 SIFMA Master Repurchase Agreement dated as of February 11, 2020 (the “Repurchase Agreement”), between Debtor, Coöperatieve Rabobank, U.A., New York Branch and the other Buyers from time to time party thereto, including Annex I thereto (and as amended thereby), all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all further acts rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected all proceeds thereof.”). (c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and the Buyers (i) upon payment of the Repurchase Price for any Transaction (including by application of set off or netting in the Collateral, accordance with Paragraph 12 of this Agreement (but subject to no Liens or charges Paragraph 12 of Annex I hereto)), without further action by any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the NotesPerson, upon and during continuance of an Event of Default but solely with respect to the Notes Purchased Securities in respect of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company such Transaction that are not Roll-Over Securities with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit Transaction, and (ii) upon any amendment and restatement of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default Portfolio Schedule with respect to Notes of a particular seriesTransaction in accordance with the terms hereof, it shall not exercise the power of attorneywithout further action by any Person, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 but solely with respect to Purchased Securities previously identified in the CM Loan corresponding existing Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. Agent hereby agrees, at Seller’s expense, to the series of Notes in which an Event of Default occurs (x) file appropriate financing statement amendments to reflect such release and shall not exercise and shall be prohibited from exercising (y) agree to take such rights against any CM other that the CM relating additional actions, as Seller may reasonably request to better evidence such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesrelease.”

Security Interest. SeparatelyThis Lien Instrument (i) shall be construed as a deed of trust on real property, for each Series and (ii) shall also constitute and serve as a "Security Agreement" on personal property within the meaning of, and shall constitute until the grant of Notesthis Lien Instrument shall terminate as provided in SECTION 12.1 hereof, a first and prior security interest under the Company hereby pledges, assigns Code as to property within the scope thereof and grants in the state where the Mortgaged Property is located with respect to the TrusteePersonalty, as security for the due payment Fixtures, Contracts, Leases, Rents, and performance of all the Company’s responsibilities under Reserves. To this Indenture for the Notesend, for the benefit of the Borrower has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED, and SET OVER, and by these presents does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Trustee on behalf of the Holdersand Lender, a first and prior security interest in and to all of its Borrower's right, title and interestinterest in, whether now or hereafter existing or acquiredto, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM LoanPersonalty, (3) CM Loan agreementFixtures, (4) environmental indemnityContracts, (5) guarantyLeases, Rents, and (6) all Reserves to secure the full and timely payment of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, Indebtedness and the “Underlying CM Loan Documents”); (b) the Deposit Account full and all money timely performance and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all discharge of the foregoing held for Obligations. It is the benefit intent of Borrower, Trustee, and security of the Holders of the Notes; (d) Lender that this Lien Instrument encumber all present Leases and continuing rightRents, power and authority of the Company, that all items contained in the name definition of "Leases" and on behalf of "Rents" which are included within the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval Code be covered by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest granted in this ARTICLE X, and that all items contained in the Collateral for definition of "Leases" and "Rents" which are excluded from the Notes, upon Code be covered by the provisions of ARTICLE II and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesARTICLE IX hereof.

Security Interest. SeparatelyIn order to secure: (A) the prompt payment of the Rent and all of the other amounts from time to time outstanding with respect hereto and to each Schedule, for each Series of Notes, and the Company hereby pledges, assigns performance and grants to the Trustee, as security for the due payment and performance observance by Lessee of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf provisions hereof and thereof and of all of the Holdersother Lease Documents; and (B) the prompt payment, performance and observance by Lessee of all other obligations of Lessee to Lessor under any other agreement or instrument, both now in existence and hereafter created (as the same may be renewed, extended or modified), including (without limitation) any other Master Lease Agreements and all Schedules now or hereafter executed pursuant thereto; Lessee hereby collaterally assigns, grants, and conveys to Lessor, a first priority security interest in and lien on all of Lessee’s right, title and interest in and to all of its right, title and interest, the following (whether now existing or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantycreated, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”)including any other collateral described on any rider hereto; (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”; all terms used in this sentence but not otherwise defined in this Schedule or the Lease shall have meanings given in the UCC): (1) the Lessee's Equipment financed hereunder (to the extent this Lease is construed as a security agreement). At , Equipment described in any Schedule or otherwise covered thereby (including all inventory, fixtures or other property comprising the expense Equipment), together with all related software (embedded therein or otherwise) and general intangibles, all additions, attachments, accessories and accessions thereto whether or not furnished or financed by the Lessor; (2) all books and records pertaining to the foregoing; (4) all property of Lessee held by Lessor, including all property of every description, in the Companycustody of or in transit to Lessor for any purpose, including safekeeping, collection or pledge, for the Company agrees account of Lessee or as to execute, deliver and file such further agreements, instruments and certificates as which Lessee may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Noteshave any right or power, including but not limited to, the execution by the Company of an instrument of assignment to cash and (5) to the Trustee extent not otherwise included, all insurance, substitutions, replacements, exchanges, accessions, proceeds and products of the execution by the Company and the filing of financing statements pursuant to the UCCforegoing, including without limitation, insurance proceeds. The Company shallcollateral assignment, at its expensesecurity interest and lien granted herein shall survive the termination, do any cancellation or expiration of the Lease or a particular Schedule until such time as Lessee’s obligations hereunder, thereunder and all further acts under the Lease Documents are fully and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order indefeasibly discharged. The conveyance contemplated hereby is solely for the purpose of granting to protect the Trustee’s title to and first priority perfected Lessor a security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this IndentureEquipment. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes All Equipment in which an Event interest is conveyed hereby shall remain in the possession of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture Lessee pursuant to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan Lease, unless prior written consent is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesobtained from Lessor permitting otherwise.

Security Interest. Separately, for each Series of Notes, 3.1 To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of the Obligations including all the Company’s responsibilities under this Indenture for the Notesrenewals, for the benefit extensions, amendments, restructurings and refinancings of the Trustee on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and Obligations, Borrower hereby grants to ▇▇▇▇▇ a continuing security interest in all of the Holders following, whether nor owned or hereafter acquired, and wherever located (collectively, the "Collateral"): all Inventory, Equipment, Receivables, General Intangibles and Intellectual Property, Pledged Securities (as defined in paragraphs 4.1 and 4.1 below), including, without limitation, all of Borrower's Deposit Accounts, all money, all collateral in which Greyrock Capital is granted a security interest pursuant to any other present or future agreement, all property now or at any time in the future in Greyrock Capital's possession, and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties) all products of the Notes; (d) foregoing, and all present books and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant records related to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCCforegoing. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject Collateral granted by Borrower to no Liens or charges of any type whatsoever except for Liens pursuant ▇▇▇▇▇ hereunder is intended to and permitted by this Indenture. In furtherance of the grant of be a second priority security interest second only to the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect granted by Borrower to Greyrock Capital pursuant to the Notes of a particular Series, Loan and Security Agreement until such time as the Company grants obligations owing by Borrower to Greyrock Capital pursuant to the Trustee on behalf Loan and Security Agreement have been paid in full at which time this Agreement shall grant to ▇▇▇▇▇ a first priority security interest in the Collateral. 4.1 To secured the payment and performance of the Holders the fullObligations, exclusive Interplay, Interplay OEM and irrevocable any of their subsidiaries (each hereinafter referred to as a "Pledgor" and collectively referred to as "Pledgors") hereby delivers, pledges and grants a security interest in and assigns to ▇▇▇▇▇ all Pledgors' right, power title and authority interest in and to exercise all securities or limited liability company interests now or hereafter owned by Pledgors, including without limitation, those more particularly described on Exhibit A attached hereto, together with all distributions, dividends, substitutions, conversions or proceeds thereof (all in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignments in blank, and any required transfer tax stamps), as well as all general intangibles, investment property and all rights securities entitlements relating thereto and proceeds resulting therefrom. 4.2 In the case of certificated securities, each Pledgor under paragraph 4.1 shall promptly deposit with ▇▇▇▇▇, any certificates, stock, securities, warrants, options or other documents representing and of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notespledged. In the event that any CM Loan is not properly pledged or assigned case of uncertificated securities, each Pledgor hereby agrees to give written instructions to the Trustee issuer thereof to register the pledge hereunder in the books and records maintained by such issuer, and to obtain from such issuer a Confirmation of Issuer in the Trustee form satisfactory to ▇▇▇▇▇ to confirm that the Trustee Issuer has so registered said pledge. Such certificates, stock, equity securities, warrants, options, voting or other rights and all proceeds thereof shall have no liability to the Holders stand pledged and assigned as collateral security of the NotesObligations in the same manner as the property described in paragraphs 4.1 and 4.2 hereof. (All of the property described in paragraphs 4.1 and 4.2 hereof is hereinafter collectively called the "Pledged Securities.")

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due full and prompt payment and performance of all the Company’s responsibilities under this Indenture for Secured Obligations, each Pledgor hereby unconditionally pledges, transfers, conveys, grants and assigns to the NotesTrustee, for the benefit of the Trustee on behalf of the HoldersNoteholders, a continuing security interest in and to all of its the following property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan thereto (collectively, the “Underlying CM Loan DocumentsPledged Collateral”); ): (ba) the Deposit Account Pledged Interests (including the Additional Pledged Interests) and all money substitutions therefor and replacements thereof, all proceeds thereof and all rights relating thereto, including, without limitation, any certificates representing the Pledged Interests (including the Additional Pledged Interests) and all warrants, options, share appreciation rights and other property from time to time credited to the Deposit Account; (c) rights, contractual or otherwise, in respect thereof and of all moneydividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments, interest, income instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the foregoing held for Pledged Interests (including the benefit Additional Pledged Interests), whether now owned or hereafter acquired by such Pledgor; (b) [Intentionally Deleted] (c) to the extent not otherwise included, all proceeds of any and security all of the Holders foregoing. For purposes of this Agreement, the Notes; (d) all present term “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and continuing rightincludes, power and authority without limitation, proceeds of any indemnity or guaranty payable to the Company, in Pledgors or the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, Trustee from time to make claim for and demand performance on, under or pursuant time with respect to any of the foregoing held for Pledged Collateral. Each Pledgor has delivered to and deposited with ING Capital LLC (i) as administrative agent (the benefit and security of “Administrative Agent”) under the Holders of the NotesCredit Agreement (as further amended, restated, refinanced, replaced, supplemented or otherwise modified from time to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectivelytime, the “CollateralCredit Agreement”). At ) dated as of the expense of date hereof, by and among the Company, the Company agrees to executeAdministrative Agent, deliver the Guarantors and file such further agreementsthe various financial institutions party thereto, instruments and certificates (ii) as may be necessary to preserve, perfect and protect the title and interests bailee of the Trustee on behalf of the Holders Noteholders under the Intercreditor Agreement (or will deliver and deposit (in any event within five (5) Business Days of such Pledgor’s receipt thereof) with the NotesAdministrative Agent or the Trustee, including but not limited toas the case may be, in accordance with Section 4 hereof) all certificates representing the execution Pledged Interests owned by the Company of an instrument of assignment such Pledgor to the Trustee extent such Pledged Interests are represented by certificates, and the execution by the Company and undated powers endorsed in blank with respect to such certificates. In addition, each Pledgor hereby authorizes the filing of appropriate UCC and PPSA financing statements pursuant to and financing change statements describing the UCC. The Company shall, at its expense, do Pledged Collateral (including any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary Additional Pledged Interests) in order to protect perfect the Trustee’s title to and first priority perfected security interest therein. Record and beneficial ownership of the Pledged Collateral, including, without limitation, all voting, consensual and dividend rights, shall remain in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of applicable Pledgor until the grant of the security interest in the Collateral for the Notes, upon and during continuance occurrence of an Event of Default and until the Administrative Agent or the Trustee, as the case may be in accordance with respect the Intercreditor Agreement, shall notify the applicable Pledgor of the Administrative Agent’s or Trustee’s, as the case may be, exercise of voting and consensual rights to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee Pledged Collateral pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes11 hereof.

Security Interest. Separately, for each Series Paragraph 6 of Notes, the Company SIFMA Master is hereby pledges, assigns amended and restated in its entirety to read as follows: (a) Seller hereby grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAgent, for the benefit of the Trustee on behalf of the HoldersBuyers, a first priority security interest in all of Seller’s right, title and interest in and to all of its right, title and interest, whether now or hereafter existing or acquiredloans identified in the Portfolio Schedule applicable to each Transaction entered into under this Agreement, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right rights to payment under the Underlying CM Loansarising thereunder, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property that may from time to time credited to evidence such loans and all rights arising under the Deposit Account; (c) all moneyloan agreements governing such loans, cash, instruments, interest, income and other property from time to time received, receivable whether now existing or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticeshereafter arising, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing thereof (collectively, the “Collateral”), to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). At This Agreement shall create a continuing security interest in the expense Collateral (notwithstanding any deemed repurchase by Seller under an expiring Transaction and simultaneous deemed purchase by Buyers under a subsequent Transaction of any Roll-Over Securities) and shall remain in full force and effect until such security interest is released pursuant to (and to the extent provided in) Paragraph 6(c) below or until all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement have been indefeasibly paid in full (without application of any set off or netting). Agent (for the benefit of the CompanyBuyers) shall have, with respect to all the Company agrees Collateral, in addition to executeall other rights and remedies available to Agent (for the benefit of the Buyers) under the Transaction Agreements, deliver all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Agent to file such further agreements, instruments financing statements (and certificates continuation statements with respect to such financing statements when applicable) as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements security interest granted pursuant to the UCC. The Company shallforegoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction (which financing statements may describe the collateral as “All of Debtor's right, at its expensetitle and interest in and to all loans identified in the schedule (as such schedule is amended and restated from time to time, do any each a "Portfolio Schedule") applicable to each transaction entered into under the 1996 SIFMA Master Repurchase Agreement dated as of January 31, 2017 (the "Repurchase Agreement"), between Debtor, Coöperatieve Rabobank, U.A., New York Branch and the other Buyers from time to time party thereto, including Annex I thereto (and as amended thereby), all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all further acts rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected all proceeds thereof.”). (c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and the Buyers (i) upon payment of the Repurchase Price for any Transaction (including by application of set off or netting in the Collateral, accordance with Paragraph 12 of this Agreement (but subject to no Liens or charges Paragraph 12 of Annex I hereto)), without further action by any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the NotesPerson, upon and during continuance of an Event of Default but solely with respect to the Notes Purchased Securities in respect of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company such Transaction that are not Roll-Over Securities with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit Transaction, and (ii) upon any amendment and restatement of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default Portfolio Schedule with respect to Notes of a particular seriesTransaction in accordance with the terms hereof, it shall not exercise the power of attorneywithout further action by any Person, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 but solely with respect to Purchased Securities previously identified in the CM Loan corresponding existing Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. Agent hereby agrees, at Seller’s expense, to the series of Notes in which an Event of Default occurs (x) file appropriate financing statement amendments to reflect such release and shall not exercise and shall be prohibited from exercising (y) agree to take such rights against any CM other that the CM relating additional actions, as Seller may reasonably request to better evidence such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesrelease.”

Security Interest. Separately, for each Series This Agreement constitutes a “security agreement” within the meaning of Notes, the Company hereby pledges, assigns and grants to the Trustee, as UCC. As security for the due payment and performance of all the Company’s responsibilities under this Indenture for Secured Obligations, Borrower hereby pledges, hypothecates, assigns, transfers, sets over and delivers to the NotesLenders, for the benefit of the Trustee on behalf of the Holders, and grants a security interest to the Lenders in and to all of its Borrower’s right, title title, estate, claim and interestinterest in the and agrees that Lenders shall have a perfected and continuing security interest in, and lien on, (a) all of Borrower’s Accounts, Inventory, Chattel Paper, Documents, Instruments, Equipment, Investment Property, and General Intangibles and all of Borrower’s deposit accounts with any financial institution with which Borrower maintains deposits, whether now owned or existing or hereafter existing acquired or acquiredarising, (b) all its interest in each Series returned, rejected or repossessed goods, the sale or lease of Notes’ CM Loan as follows: (a) the Company’s right which shall have given or shall give rise to payment under the Underlying CM Loansan Account or Chattel Paper, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect all insurance policies relating to the Underlying CM Loanforegoing and the right to receive refunds of unearned insurance premiums under those policies, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present books and continuing rightrecords in whatever media (paper, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, electronic or otherwise) recorded or stored, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for and all Equipment and General Intangibles necessary or beneficial to retain, access and/or process the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Companyinformation contained in those books and records; and (e) all revenuesProceeds and products of the foregoing. Borrower further agrees that Lenders shall have in respect thereof all of the rights and remedies of a secured party under the UCC as well as those provided in this Agreement, issues, products, accessions, substitutions, replacements, profits under each of the other Loan Documents and proceeds of under applicable laws. Borrower agrees that at any time and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees time to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shalltime, at its expense, do any Borrower will promptly execute and deliver all further acts instruments and executedocuments (including, acknowledgewithout limitation, deliverfinancing statements and continuation statements), fileand take all further action that Lenders may request, register and record any further documents as are reasonably necessary in order to perfect and protect the Trustee’s title security interests granted or purported to be granted hereby and first priority perfected security interest in to enable the Collateral, subject Lenders to no Liens or charges of any type whatsoever except for Liens pursuant to exercise and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon enforce its rights and during continuance of an Event of Default remedies hereunder with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesCollateral.

Security Interest. Separately, for each Series of Notes, the Company ▇▇▇▇ hereby pledges, assigns and grants sets over to the TrusteeOwner, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit by ▇▇▇▇ of the Trustee on behalf Secured Obligations (as hereinafter defined), all of the HoldersTERI’s right, a security title and interest in and to (a) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in all of its TERI’s right, title and interestinterest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All personal property comprising and/or contained in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or acquiredhereafter arising, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loansincluding, (c) the (1) promissory notewithout limitation, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements same evidencing or otherwise securing each Underlying CM Loan representing indebtedness due or to become due to ▇▇▇▇ (collectively, all hereinafter called the “Underlying CM Loan DocumentsAccounts”); ; (bii) All funds and investments thereof, whether in the Deposit Account form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all money hereinafter called the “Intangibles”); (iii) All right, title and other property from time interest of ▇▇▇▇ in or to time credited all instruments and documents covering or relating to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesabove described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the execution by “Related Documents”); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Company Pledged Account, and all proceeds of an instrument any of assignment to the Trustee foregoing, and the execution by the Company present and the filing of financing statements pursuant continuing right to the UCC. The Company shallmake claim for, at its expensecollect and receive, do any and all further acts such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and executeother rights of ▇▇▇▇ to receive payment of Guaranty Fees, acknowledgeother than the ▇▇▇▇ Guarantee Fee Entitlement, deliverfrom the Owner under each of the Guaranty Agreements; TERI’s rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, fileand any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and agreed that this security interest and assignment shall automatically attach to any and all future deposits to, register earnings from, and record proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further documents act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as are reasonably necessary in order may be requested from time to protect time by the TrusteeOwner to create, evidence, maintain and effect the Owner’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Pledged Account and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Noteshereunder.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants (a) Pursuant to the TrusteeCustodial Agreement, Custodian shall hold the Purchased Loan Documents as security for the due payment exclusive bailee and performance of all the Company’s responsibilities under this Indenture for the Notes, agent for the benefit of Buyer pursuant to the Trustee on behalf terms of the Holders, a security interest Custodial Agreement and shall deliver to Buyer Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Purchased Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Purchased Loan Documents as so reviewed. (b) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title title, and interestinterest in, to and under and grants a first priority lien on, and security interest in, all of the following property, whether now owned or hereafter acquired, now existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases hereafter created and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing wherever located (collectively, the “Collateral”). At ) to Buyer to secure the expense payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the Companyrelated documents described herein (collectively, the Company agrees to execute, deliver “Secured Obligations”): (i) each Purchased Loan and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the NotesServicing Rights related thereto; (ii) all Purchased Loan Documents, including but not limited towithout limitation all promissory notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Purchased Loan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to all Purchased Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Purchased Loan or the execution by the Company of an instrument of assignment related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do or constituting any and all further acts of the foregoing; (vi) the Buyer’s Account and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order all monies from time to protect the Trustee’s title to and first priority perfected security interest time on deposit in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise Buyer’s Account; (vii) any and all rights “securities accounts”, as defined in the UCC, relating to any of the Company with respect foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 5(f); (viii) all collateral, however defined, under any other agreement between Seller on the one hand and Buyer or any of its Affiliates on the other hand; (ix) all “general intangibles”, “accounts,” “instruments”, “investment property”, “deposit accounts” and “chattel paper” as defined in the UCC relating to the Corresponding CM Loan corresponding to such series of Notes held for the benefit or constituting any and all of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.foregoing; and

Security Interest. Separately(a) To secure the timely repayment of the principal of, for each Series of Notesand interest on, the Company Advances, and all other Obligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, due or to become due, direct or indirect, the Borrower hereby pledges, assigns pledges and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAdministrative Agent, for the benefit of the Trustee Secured Parties, a continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest of the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Securities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests, in each case, in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the HoldersLenders, a security interest in as the collateral assignee, filed with, and acknowledged to all of its righthave been filed by, title and interestthe applicable Issuing Insurance Company; provided, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) that the Company’s right foregoing collateral assignment shall not apply to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations portion of the borrower with respect face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the Subject Policies to the Underlying CM LoanSecurities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, (3) CM Loan agreementat the request of the Administrative Agent, (4) environmental indemnity, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) guarantyBusiness Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyotherwise, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name Administrative Agent’s sole and absolute discretion, following the occurrence of an Event of Default, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the CompanyBorrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as agent and the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, full power and authority to exercise take any other action to sign or endorse the Borrower’s name on any Collateral, and all rights to enforce or collect any of the Company with respect to Collateral, upon the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon occurrence and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, and agrees thatthat the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, the Trustee shall only exercise power security interest of attorney and the other rights granted to Administrative Agent in such Pledged Policy for the Trustee pursuant to this Section 3.8 with respect to benefit of the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and Secured Parties shall be prohibited from exercising such rights against any CM other that released. Upon the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described indefeasible repayment in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders full of all of the NotesAdvances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assignments, as applicable, and to take such other actions as the Borrower shall reasonably request in writing in order to evidence any such release.

Security Interest. Separately(a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the MSRs, for each Series of Noteswhich are pledged, and not sold, to Buyer), in the Company event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges, assigns and grants pledges to the Trustee, Buyer as security for the due payment performance by Seller of its Obligations and performance hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of all the CompanySeller’s responsibilities right, title and interest in, to and under this Indenture for the Notes, for the benefit each of the Trustee following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Repurchase Assets”: (i) the Participation Certificates and all MSRs related thereto, including Acquired MSRs, whether such MSRs are in existence on behalf the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and whether or not such Assets or the related Mortgage Pools are listed on an Asset Schedule; (ii) all MSRs arising under or related to any Servicing Contract; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, ▇▇▇▇▇▇ ▇▇▇ MBS or Participation Agreement, including MBS Advances; (iv) any rights in the Dedicated Account and to the amounts on deposit therein; (v) all rights under the Participation Agreement; (vi) all records, instruments or other documentation evidencing any of the Holdersforegoing; (vii) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Participation Agreement and the Servicing Contracts); and (viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing; provided, however, that the Repurchase Assets shall not include any Excluded Assets. (b) Seller hereby assigns, pledges, conveys and grants a security interest in and to all of its right, title and interestinterest in, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment and under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect Repurchase Assets to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time Buyer to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.secure the

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due full and prompt payment and performance of all the Company’s responsibilities under this Indenture for Obligations now or hereafter existing, each Pledgor hereby unconditionally pledges, transfers, conveys, hypothecates, grants and assigns to the Notes, for the benefit of the Trustee on behalf of the Holders, Lender a continuing security interest in and security title to all of its the following property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan thereto (collectively, the “Underlying CM Loan DocumentsPledged Collateral”); ): (ba) the Deposit Account Pledged Interests and all money substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the certificates representing any of the Pledged Interests, all warrants, options, share appreciation rights and other property from time to time credited to the Deposit Account; (c) rights, contractual or otherwise, in respect thereof and all moneydividends, cash, instruments, interest, income instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for for, any or all of the foregoing held for Pledged Interests, whether now owned or hereafter acquired by such Pledgor; (b) all of such Pledgor’s rights, powers and remedies (but not such Pledgor’s obligations) under the benefit and security limited liability company operating agreements of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing Pledged Companies that are limited liability companies (collectively, the “CollateralOperating Agreements”) and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the “Partnership Agreements”). At , as applicable; and (c) to the expense extent not otherwise included, all proceeds of any and all of the Companyforegoing. Without limiting the generality of the foregoing, this Agreement secures the Company agrees payment of all amounts that constitute part of the Obligations and would be owed by the Borrowers to executethe Lender but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving any Borrower. Each Pledgor has delivered to and deposited with the Lender all certificates owned by such Pledgor representing the Pledged Interests to the extent such Pledged Interests are represented by certificates and undated powers endorsed in blank with respect to such certificates. In addition, deliver each Pledgor has delivered to the Lender all of the Uniform Commercial Code financing statements, in suitable form for recording, with respect to all of the Pledged Collateral that is not represented by certificates that are necessary to perfect the security interest granted to the Lender under this Agreement in such Pledged Collateral or such Pledgor has authorized the Lender to prepare and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect Uniform Commercial Code financing statements. It is the title and interests intention of the Trustee on behalf parties hereto that record and beneficial ownership of the Holders of the NotesPledged Collateral, including but not limited toincluding, the execution by the Company of an instrument of assignment to the Trustee without limitation, all voting, consensual and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shalldividend rights, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest shall remain in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of Pledgors until the grant of the security interest in the Collateral for the Notes, upon and during continuance occurrence of an Event of Default with respect and until the Lender shall notify the Pledgors of the Lender’s exercise of voting and consensual rights to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee Pledged Collateral pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes10 hereof.

Security Interest. Separately(a) Each of the following items or types of property, for each Series whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as a “Purchased Item” and all of Notesthem are collectively, the Company hereby pledges“Purchased Items”: all Mortgage Loans, assigns and grants all rights under each Purchase Agreement (but not the obligations thereunder), all Interest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the TrusteeMortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all monies from time to time on deposit in the Collection Account, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) 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 due payment and performance by Seller of all of Seller’s obligations to Buyer hereunder and the Company’s responsibilities under this Indenture for Transactions entered into hereunder (“Repurchase Obligations”) and the NotesSeller-Related Obligations, for the benefit each of the Trustee on behalf of the HoldersNCCC, NCRC, NCMC, New Century and Home123 hereby assigns, pledges and grants a security interest in and to all of its right, title and interestinterest in, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment and under the Underlying CM LoansPurchased Items and Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, (c) including without limitation the (1) promissory noterepayment of all amounts owing to Buyer hereunder. The assignment, (2) deed pledge and grant of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantyinterest contained herein shall be, and (6) all each of the documentsNCCC, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyNCRC, the “Underlying CM Loan Documents”); (b) the Deposit Account NCMC, New Century and all money Home123 hereby represents and other property from time warrants to time credited to the Deposit Account; (c) all moneyBuyer that it is, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and a first priority perfected security interest in to the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the extent such security interest in relates to the Collateral Mortgage Loans. Each of NCCC, NCRC, NCMC, New Century and Home123 agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now or hereafter existing under this Agreement, including, without limitation, Seller’s obligation to repurchase Purchased Assets, or if such obligation is so recharacterized as a loan, to repay such loan, for the Notes, upon Repurchase Price and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise pay any and all rights other amounts owing to Buyer hereunder. (c) Pursuant to the Custodial and Disbursement Agreement, Custodian shall hold the Mortgage Files as exclusive bailee and agent for Buyer pursuant to the terms of the Company with respect Custodial and Disbursement Agreement and shall deliver to Buyer Trust Receipts each to the Corresponding CM Loan corresponding to effect that Custodian has reviewed such series of Notes held for Mortgage Files in the benefit of the Holders of the Notes of such series, manner and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for extent required by the Custodial and Disbursement Agreement and identifying any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes deficiencies in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesMortgage Files as so reviewed.

Security Interest. Separately, for each Series of Notes, (a) To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Company’s responsibilities under this Indenture for Seller hereby grants to the NotesAdministrative Agent, for the benefit of the Trustee on behalf of Purchasers and the Holdersother Secured Parties, a continuing security interest in and to lien upon all property and assets of its right, title and interestthe Seller, whether now or hereafter owned, existing or acquiredarising and wherever located, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan following (collectively, the “Underlying CM Loan DocumentsSeller Collateral”); ): (bi) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Deposit Account Lock-Boxes, the Blocked Accounts and Collection Accounts and all money amounts on deposit therein, and other property all certificates and instruments, if any, from time to time credited evidencing such Lock-Boxes, Blocked Accounts and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement, (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Deposit Account; payment of money, insurance claims and proceeds, and all general intangibles (cincluding all payment intangibles) (each as defined in the UCC) and (vii) all moneyproceeds of, cash, instruments, interest, income and other property from time to time received, all amounts received or receivable or otherwise distributed in respect of or in exchange for under any or all of of, the foregoing held for the benefit and security of the Holders of the Notes; foregoing. (db) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held The Administrative Agent (for the benefit of the Holders of the Notes without notice toSecured Parties) shall have, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to all the Notes of a particular SeriesSeller Collateral, and in addition to all the Company grants other rights and remedies available to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held Administrative Agent (for the benefit of the Holders Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the Notes of debtor’s personal property or assets” or words to that effect, notwithstanding that such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during wording may be broader in scope than the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights collateral described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAgreement.

Security Interest. SeparatelyAs collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for each Series of Notesindemnification payments, fees, expenses or otherwise, the Company Seller hereby pledgesassigns to the Administrative Agent for its benefit and the ratable benefit of the Investors (collectively, assigns the "Secured Parties"), and hereby grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of Investors (and the HoldersOriginators hereby consent to such assignment and granting of), a security interest in and to in, all of its the Seller's right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: and to (aA) the Company’s right to payment under the Underlying CM LoansSale and Contribution Agreement, including, without limitation, (ci) all rights of the (1) promissory noteSeller to receive moneys due or to become due under or pursuant to the Sale and Contribution Agreement, (2ii) deed all security interests and property subject thereto from time to time purporting to secure payment of trustmonies due or to become due under or pursuant to the Sale and Contribution Agreement (including, mortgagewithout limitation, the security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations interests created by Section 2.06 of the borrower Sale and Contribution Agreement (which security interests are subject to the prior rights of the Secured Parties under and/or in connection with the Security Agreements)), (iii) all rights of the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Underlying CM LoanSale and Contribution Agreement, (3iv) CM Loan agreement, (4) environmental indemnity, (5) guarantyclaims of the Seller for damages arising out of or for breach of or default under the Sale and Contribution Agreement, and (6v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Pool Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections (the "Pool Receivables Collateral"), and (C) to the extent not included in the foregoing, all proceeds of any and all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due full payment and performance of all the Company’s responsibilities under this Indenture for Obligations by the NotesBorrower, for the benefit of the Trustee on behalf of the Holders, Pledgor hereby grants to Lender a continuing first-priority security interest in in, Lien on and right of set-off against, and hereby assigns to Lender as security, all of its Pledgor’s right, title and interest, if any, in, to and under the following property and interests in property (save insofar as otherwise expressly excluded by the terms of this Agreement), whether now owned or hereafter acquired or existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan wherever located (collectively, the “Underlying CM Loan DocumentsPledged Collateral”): (a) all of the issued and outstanding common stock of the Borrower, any other equity interests in the Borrower and any other Capital Stock in or relating to the Borrower, including, for the avoidance of doubt, all voting rights connected therewith or related thereto, and the certificates, if any, representing any of the foregoing (collectively, the “Equity and Other Interests”); (b) the Deposit Account , and together with all money cash, securities, dividends, Proceeds and other property whether constituting Investment Property, Accounts, Documents, General Intangibles and/or Instruments or otherwise at any time and from time to time credited received, receivable or otherwise distributed or distributable in respect of or in exchange for any and all of the Equity and Other Interests; (b) to the Deposit Account; extent not included in clause (a) above, any and all rights and remedies of Pledgor under any of the Organizational Documents of Borrower, including the right to enforce any and all representations, warranties, covenants, obligations, agreements and indemnities of any party thereto made to or for the benefit of, or that otherwise inure to the benefit of, Pledgor; (c) all moneysecurities hereafter delivered in substitution for or in addition to any and all of the Equity and Other Interests, and all certificates and instruments representing or evidencing such securities and all cash, securities, dividends, Proceeds and other property at any time and from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of the Equity and Other Interests; (d) all additional equity interests of the Borrower or other Capital Stock of the Borrower, as applicable, from time to time acquired by Pledgor in any manner, and the certificates (if any) representing such additional equity interests or other Capital Stock, as applicable (all of which shall constitute part of the Pledged Interests), and all options, warrants, dividends, cash instruments and other rights and options from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such equity interests or other Capital Stock, as applicable; (e) all books and records (including credit files, computer programs, printouts and other computer materials and records) of Pledgor pertaining to any of the Pledged Collateral; (f) the profits and losses of Borrower and Pledgor’s right as a shareholder of the Borrower, and as a holder of any other Capital Stock of the Borrower, in each case, to receive distributions of the assets of the Borrower upon complete or partial liquidation or otherwise; and (g) all cash and non-cash Proceeds and products of the foregoing, and all dividends, cash, instruments, interest, income instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any distributable when Pledged Collateral or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing rightProceeds are sold, power and authority of the Companyleased, in the name and on behalf of the Companycollected, as agent and attorney-in-factexchanged or otherwise disposed of, whether such disposition is voluntary or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticesinvoluntary, and includes, without limitation, all rights to exercise all rightspayment, remediesincluding return premiums, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM insurance relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesthereto.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due full and prompt payment and performance of all the Company’s responsibilities under this Indenture for Obligations now or hereafter existing, the NotesPledgor hereby unconditionally pledges, transfers, conveys, hypothecates, grants and assigns to the Agent, for the benefit of the Trustee on behalf of the HoldersLender Group, a continuing security interest in and security title to all of its the following property now owned or at any time hereafter acquired by the Pledgor or in which the Pledgor now has, or may acquire in the future, any right, title and interestor interest thereto (collectively, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: the "Pledged Collateral"): (a) the Company’s right to payment under Pledged Interests and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights relating thereto, including, without limitation, the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations certificates representing any of the borrower with Pledged Interests, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account thereof and all money and other property from time to time credited to the Deposit Account; (c) all moneydividends, cash, instruments, interest, income instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of, or in exchange for for, any or all of the foregoing held for Pledged Interests, whether now owned or hereafter acquired by the benefit and security Pledgor; (b) all of the Holders Pledgor's rights, powers and remedies (but not the Pledgor's obligations) under the limited liability company operating agreements of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing Pledged Companies that are limited liability companies (collectively, the “Collateral”). At "Operating Agreements") and under the expense partnership agreements of the CompanyPledged Companies that are general or limited partnerships (collectively, the Company agrees "Partnership Agreements"), as applicable; and (c) to executethe extent not otherwise included, deliver all proceeds of any and all of the foregoing. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Agent or the Lenders but for the fact that they are unenforceable or not allowable due to the existence of an Insolvency Proceeding involving the Pledgor. The Pledgor has delivered to and deposited with the Agent all certificates owned by the Pledgor representing the Pledged Interests to the extent such Pledged Interests are represented by certificates and undated powers endorsed in blank with respect to such certificates. In addition, the Pledgor has delivered to the Agent all of the Uniform Commercial Code financing statements, in suitable form for recording, with respect to all of the Pledged Collateral that is not represented by certificates that are necessary to perfect the security interest granted to the Agent under this Agreement in such Pledged Collateral or the Pledgor has authorized the Agent to prepare and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect Uniform Commercial Code financing statements. It is the title and interests intention of the Trustee on behalf parties hereto that record and beneficial ownership of the Holders of the NotesPledged Collateral, including but not limited toincluding, the execution by the Company of an instrument of assignment to the Trustee without limitation, all voting, consensual and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shalldividend rights, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest shall remain in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of Pledgor until the grant of the security interest in the Collateral for the Notes, upon and during continuance occurrence of an Event of Default with respect and until the Agent shall notify the Pledgor of the Agent's exercise of voting and consensual rights to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee Pledged Collateral pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes10 hereof.

Security Interest. Separately(a) The parties hereto intend that each transfer of a Mortgage Loan pursuant to this Agreement and the applicable Term Sheet constitute a sale by the Seller to the Purchaser of such Mortgage Loan, including for each Series accounting purposes, and not a secured borrowing. It is, further, not the intention of Notesthe parties that any such transfer be deemed the grant of a security interest in any Mortgage Loan by the Seller to the Purchaser to secure a debt or other obligation of the Seller. However, in the Company event that, notwithstanding the intent of the parties, any Mortgage Loan is held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to create a security interest in any Mortgage Loan, then (a) this Agreement shall constitute a security agreement; and (b) the transfer provided for in this Agreement and the applicable Term Sheet shall be deemed to be a grant by the Seller to the Purchaser of, and the Seller hereby pledges, assigns and grants to the TrusteePurchaser, as security for the due payment and performance of to secure all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the HoldersSeller's obligations hereunder, a security interest in and to all of its the Seller's right, title title, and interest, whether now owned or hereafter existing or acquired, in, to and under: (i) the Mortgage Loans listed on the Mortgage Loan Schedule to each Term Sheet; (ii) all its interest accounts, chattel paper, deposit accounts, documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the foregoing. The Purchaser shall have all of the rights of a secured party under the applicable Uniform Commercial Code. (b) The Seller shall take or cause to be taken such actions and execute such documents, including without limitation the filing of any financing statements, continuation statements, and amendments to financing statements, as are necessary to perfect the Purchaser's interests in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM LoansMortgage Loan. The Seller shall file such financing statements, continuation statements, and amendments on a timely basis. (c) the No later than ten (110) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing days following each Underlying CM Loan (collectivelyClosing Date, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, Seller shall file in the name and applicable jurisdictions such UCC financing statements covering the Mortgage Loans sold by the Seller on behalf of the Company, such Closing Date as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be are necessary to preserve, perfect and protect the title and Purchaser's interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesMortgage Loans.

Security Interest. Separately, for each Series of Notes, the Company (a) The Seller hereby pledges, assigns and grants to the Trustee, as security Administrative Agent (for the due benefit of itself, the Co-Collateral Agents and each Purchaser), a security interest in its right, title and interest in, to and under all Receivables, Related Security, Collections and Lock-Box Accounts to secure the payment and performance of all the Company’s responsibilities under this Indenture for the Notes, amounts owing hereunder. The Seller and Collection Agent shall hold in trust for the benefit of the Trustee on behalf Administrative Agent and such other Persons entitled thereto any Collections received pending their application pursuant to Section 1.1(c), Section 2.3 or Article III hereof. After the occurrence of a Termination Event, the Seller and Collection Agent shall not, without the prior written consent of the HoldersInstructing Group, a security interest in distribute any Collections to any Person (whether as payment on the Subordinated Notes or otherwise) other than the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser) and the Purchasers (and to the Collection Agent, in payment of the Collection Agent Fee to the extent permitted hereunder) until all amounts owed under the Transaction Documents to the Administrative Agent, the Co-Collateral Agents and the Purchasers are indefeasibly paid in full. (b) The Seller hereby assigns and otherwise transfers to the Administrative Agent (for the benefit of itself, the Co-Collateral Agents and each Purchaser), all of its the Seller’s right, title and interestinterest in, whether now to and under the Purchase Agreement. The Seller shall execute, file and record all financing statements, continuation statements and other documents required to perfect or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: protect such assignment. This assignment includes (a) the Company’s right all monies due and to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect become due to the Underlying CM LoanSeller from the Originators or the Parent under or in connection with the Purchase Agreement (including fees, (3expenses, costs, indemnities and damages for the breach of any obligation or representation related to such agreement) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant claims of the Seller against the Originators or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges the Parent under or benefits which in connection with the Company is or may become entitled to do with respect Purchase Agreement. All provisions of the Purchase Agreement shall inure to the foregoing held benefit of, and may be relied upon by, the Administrative Agent, the Co-Collateral Agents, each Purchaser and each such other Person. At any time that a Termination Event has occurred and is continuing, the Administrative Agent (acting independently or at the direction of the Instructing Group) shall have the sole right to enforce the Seller’s rights and remedies under the Purchase Agreement to the same extent as the Seller could absent this assignment, but without any obligation on the part of the Administrative Agent, the Co-Collateral Agents, any Purchaser or any other such Person to perform any of the obligations of the Seller under the Purchase Agreement (or the promissory note executed thereunder). All amounts distributed to the Seller under the Purchase Agreement from Receivables sold to the Seller thereunder shall constitute Collections hereunder and shall be applied in accordance herewith. (c) This agreement is a security agreement for purposes of the UCC. Upon the occurrence of a Termination Event, the Administrative Agent (for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectivelyitself, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver Co-Collateral Agents and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and each Purchaser) will have all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or remedies provided under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesUCC as in effect in all applicable jurisdictions.

Security Interest. Separately, for each Series (a) Subject to the terms of Notesthe Acknowledgment Agreement, the Company Borrower hereby pledgesgrants, pledges and assigns and grants to the Trustee, Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for the due payment and performance of all by the Company’s responsibilities under this Indenture for the Notes, for the benefit Borrower of the Trustee on behalf of the HoldersObligations, a security interest in and to all of its the Borrower’s right, title and interestinterest in, to and under, in any case, whether now held or hereafter existing or acquired, : (i) all its interest in each Series of Notes’ CM Loan as follows: Ginn▇▇ ▇▇▇ ▇▇▇s; (aii) all Servicing Income; (iii) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Collection Account and all money and other property sums from time to time credited on deposit in it; (iv) the Borrower’s rights, powers and remedies under any Approved Subservicing Agreements; (v) all Related Security; (vi) the Borrower’s rights, powers and remedies under the Portfolio Hedg▇▇ (▇▇ich shall be acceptable in form and substance acceptable to the Deposit Account; Administrative Agent) and any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created; (cvii) all moneyrights to have and receive any of the Collateral described above, cash, instruments, interest, income all accessions or additions to and other property from time to time received, receivable or otherwise distributed in respect of or in exchange substitutions for any or of such Collateral, together with all renewals and replacements of any of such Collateral, all of the foregoing held for the benefit Borrower’s present and security future accounts, payment intangibles and general intangibles arising from or relating to any Collateral; and (viii) all Records relating to and all proceeds of the Holders of the Notes; (d) foregoing, including all present insurance and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, claims for insurance effected or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders Borrower or the Administrative Agent in respect of any of the Notes without notice toforegoing, consent in each case whether now existing or approval by hereafter arising, accruing or joinder accrued, but excluding, for the avoidance of doubt, with respect to the Company; and (e) all revenuesGinn▇▇ ▇▇▇ ▇▇▇s, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing any Servicing Receivables (collectively, (i)-(viii), the “Collateral”). (j) The parties acknowledge that Ginn▇▇ ▇▇▇ ▇▇▇ certain rights under the Acknowledgment Agreement, including the right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein. At The transferee servicer shall have all the expense rights and remedies against the Borrower and the Collateral as set forth herein and under the UCC. (k) GS&Co. hereby acknowledges the grant, pledge and assignment of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including Borrower’s rights (but not limited toits obligations) under the Portfolio Hedg▇▇ ▇▇▇ forth in Section 2.15(a)(vi) and agrees that such grant, the execution by the Company of an instrument of pledge and assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. does not violate any restrictions related thereto set forth in such Portfolio Hedg▇▇. (l) The Company shallBorrower will promptly, at its expense, do any execute and all further acts deliver such instruments, financing and execute, acknowledge, deliver, file, register continuation statements and record any further documents and take such other actions as are the Administrative Agent may reasonably necessary request from time to time in order to protect perfect, protect, evidence, exercise and enforce the TrusteeAdministrative Agent’s title to and first priority perfected security interest in the Collateraleach Lend▇▇’▇ ▇nterests, subject to no Liens or charges of any type whatsoever except for Liens pursuant to rights and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon remedies under and during continuance of an Event of Default with respect to the Notes of a particular SeriesTransaction Documents, the Company grants Acknowledgment Agreement, the Advances and the Collateral. To the extent the Borrower has filed or caused the filing of any document as provided above, the Borrower, shall deliver to the Trustee Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. (m) If the Borrower fails to perform any of its obligations in this Section 2.15, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such obligation, and the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its obligations, the Borrower authorizes the Administrative Agent, at the option of the Administrative Agent and the expense of the Borrower, at any time and from time to time, to take all actions and pay all amounts that the Administrative Agent deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral, including the right to liquidate the Collateral, and the Administrative Agent’s Liens and interests therein or thereon and to give effect to the intent of the Transaction Documents and the Acknowledgment Agreement. No Potential Event of Default or Event of Default shall be cured by the payment or performance of any obligation by the Administrative Agent on behalf of the Holders Borrower. The Administrative Agent may make any such payment in accordance with any bill, statement or estimate procured from the full, exclusive and irrevocable right, power and authority to exercise any and all rights appropriate public office or holder of the Company claim to be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, Tax Lien, title or claim except to the extent such payment is being contested in good faith by the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. (n) Upon termination of this Agreement and Payment in Full, Administrative Agent shall release its security interests in the Collateral and promptly file termination statements with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee financing statement filed pursuant to this Section 3.8 for any Notes of a series not subject 2.15 and take such other action as may reasonably be requested by the Borrower to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising evidence such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesrelease.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns As general and grants to the Trustee, as continuing security for the due payment and performance of all Obligations, the Company’s responsibilities under this Indenture for Borrower hereby grants to the Notes, for the benefit of the Trustee on behalf of the Holders, Lender a security interest in all present and after- acquired undertaking and property, both real and personal, of the Borrower (collectively, the "Collateral"), and as further general and continuing security for the payment and performance of such Obligations, the Borrower hereby assigns the Collateral to the Lender and mortgages and charges the Collateral as and by way of a fixed and specific mortgage and charge to the Lender. Without limiting the generality of the foregoing, the Collateral will include all of its right, title and interest, whether interest that the Borrower now has or may hereafter existing have or acquired, acquire in any manner whatsoever (including by way of amalgamation) in all its interest in each Series property of Notes’ CM Loan as follows: the following kinds: (a) all debts, accounts, claims and choses in action for monetary amounts which are now or which may hereafter become due, owing or accruing due to the Company’s right to payment under Borrower; (b) all inventory of whatever kind and wherever situated, including, without limiting the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations generality of the borrower with respect foregoing, all goods held for sale or lease or furnished or to be furnished under contracts for service or used or consumed in the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all business of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan Borrower (collectively, the “Underlying CM Loan Documents”"Inventory"); ; (bc) the Deposit Account and all money machinery, equipment, fixtures, furniture, plant, vehicles and other tangible personal property which are not Inventory (collectively, the "Equipment"); (d) all chattel paper; (e) all warehouse receipts, bills of lading and other documents of title, whether negotiable or not; (f) all shares, bonds, debentures, uncertificated securities, and other securities (collectively, the "Securities"); (g) all rights, contracts, (including, without limitation, rights and interests arising thereunder or subject thereto), instruments, agreements, licences, permits, consents, leases, policies, approvals, development agreements, building contracts, performance bonds, purchase orders, plans and specifications all of which may or may not be personal property but may be rights in which the Borrower has interests, all as may be amended, modified, supplemented, replaced or restated from time to time credited ("Contractual Rights"); (h) all intangibles not otherwise described in this Section 2.01 including, without limiting the generality of the foregoing, all goodwill and all patents, trademarks, trade names, business names, trade styles, logos and other business identifiers, copyrights, technology, inventions, industrial designs, know-how, trade secrets and other industrial and intellectual property in which the Borrower now or in the future has any right, title or interest; (i) all investment property; (j) all bills, notes, cheques and other instruments and all coins or bills or other medium of exchange adopted for use as part of the currency of Canada or of any foreign government; (k) all books, invoices, documents and other records in any form evidencing or relating to the Deposit Account; Collateral; (cl) all moneyreplacements of, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim substitutions for and demand performance onincreases, under or pursuant additions and accessions to any of the foregoing held property described in this Section 2.01; and (m) all proceeds of any Collateral in any form derived directly or indirectly from any dealing with the Collateral or that indemnifies or compensates for the benefit loss of or damage to the Collateral; provided that the said assignment and security mortgage and charge will not (i) extend or apply to the last day of the Holders term of any lease or any agreement therefor now held or hereafter acquired by the Borrower, but should the Lender or any Agent enforce the said assignment or mortgage and charge, the Borrower will thereafter stand possessed of such last day and must hold it in trust to assign the same to any person acquiring such term in the course of the Notes, to bring actions enforcement of the said assignment and proceedings thereunder or for the specific or other enforcement thereofmortgage and charge, or with respect thereto(ii) render the Lender or any Agent liable to observe or perform any term, to make all waivers and agreements, to grant covenant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges condition of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notesagreement, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included thereinto which the Borrower is a party or by which it is bound. The Trustee agrees thatDespite any other provision of this agreement, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights interests granted to the Trustee Lender pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, agreement in the Trustee Borrower's existing and after-acquired trademarks shall only exercise power of attorney and the other rights granted be limited to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesLender’s security interests therein.

Security Interest. Separately, for each Series of Notes, To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the CompanyObligations and each Debtor’s responsibilities under this Indenture for the Notesobligations hereunder, each Debtor grants to Agent, for itself and the ratable benefit of the Trustee on behalf of the HoldersLenders, a continuing perfected lien on and security interest in all of such ▇▇▇▇▇▇’s right, title and interest in and to the Collateral (as hereinafter described). The Collateral is and consists of all personal property of its right, title and interestthe Debtors, whether now presently existing or hereafter existing created or acquired, all its interest in each Series of Notes’ CM Loan as followsand wherever located, including, but not limited to: (a) all accounts (including health-care-insurance receivables), chattel paper (including tangible and electronic chattel paper), the Companycommercial tort claims set forth in the Perfection Certificate or otherwise identified to Agent, deposit accounts (excluding Restricted Accounts), documents (including negotiable documents), equipment (including all accessions and additions thereto), general intangibles (including payment intangibles and intellectual property), goods (including fixtures), instruments (including promissory notes), inventory (including all goods held for sale or lease or to be furnished under a contract of service, and including returns and repossessions), investment property (including securities and securities entitlements), letter of credit rights, money, and all of any Debtor’s books and records with respect to any of the foregoing, and the computers and equipment containing said books and records; and (b) any and all cash proceeds and/or noncash proceeds thereof, including, without limitation, insurance proceeds, and all supporting obligations and the security therefor or for any right to payment payment. Notwithstanding the foregoing, the Collateral does not include (a) assets for which a pledge thereof or a security interest therein is prohibited by applicable law or any agreement permitted hereunder (as long as such agreement is not entered into in contemplation hereof), unless any such prohibition is terminated or rendered unenforceable by the applicable anti-assignment clauses of the UCC, other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Underlying CM LoansUCC or other applicable requirements of law notwithstanding such prohibition, (b) any property or assets for which a pledge thereof or a security interest therein would (i) require governmental consent, approval, license or authorization, including any governmental licenses or state or local franchises, charters and authorizations or (ii) require other third party consent, approval, license or authorization or create a right of termination in favor of any third party party to such agreement, in each case, to the extent any such pledge or security interest is prohibited or restricted thereby, other than, in each case, to the extent such prohibition or limitation is rendered ineffective under the UCC or other applicable requirements of law notwithstanding such prohibition, (c) the (1) promissory noteRestricted Accounts, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present any United States “intent-to-use” trademark application prior to the filing and continuing right, power and authority acceptance of the Company, in the name and on behalf a “Statement of the Company, as agent and attorney-in-fact, Use” or otherwise, “Amendment to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or Allege Use” with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense more than 65% of the Companyissued and outstanding capital stock, membership units or other securities owned or held of record by a Loan Party in any foreign Subsidiary. Guarantor agrees that Agent shall have the Company agrees to executerights and remedies of a secured party under the Uniform Commercial Code of California, deliver and file such further agreementsas now existing or hereafter amended, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to all of the Notes of a particular Seriesaforesaid property, including, without limitation, thereof, the Company grants right to sell or otherwise dispose of any or all of such property and apply the proceeds of such sale to the Trustee on behalf payment of the Holders Obligations. In addition, at any time upon the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon occurrence and during the continuance of an Event of Default with respect Default, Agent may, in its discretion, without notice to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Guarantors and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders regardless of the Notesacceptance of any security or collateral for the payment hereof, appropriate and apply toward the payment of the Obligations (i) any indebtedness due from Agent to any Guarantor, and (ii) any moneys, credits or other property belonging to any Guarantor, at any time held by or coming into the possession of Agent whether for deposit or otherwise.

Security Interest. Separately, for each Series of Notes, (a) To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Company’s responsibilities under this Indenture for Seller hereby grants to the NotesAdministrative Agent, for the benefit of the Trustee on behalf of Purchasers and the Holdersother Secured Parties, a continuing security interest in and to lien upon all property and assets of its right, title and interestthe Seller, whether now or hereafter owned, existing or acquiredarising and wherever located, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan following (collectively, the “Underlying CM Loan DocumentsSeller Collateral”); ): (bi) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Deposit Account Lock-Boxes and Collection Accounts and all money amounts on deposit therein, and other property all certificates and instruments, if any, from time to time credited evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Purchase and Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Deposit Account; payment of money, insurance claims and proceeds, and all general intangibles (cincluding all payment intangibles) (each as defined in the UCC) and (vii) all moneyproceeds of, cash, instruments, interest, income and other property from time to time received, all amounts received or receivable or otherwise distributed in respect of or in exchange for under any or all of of, the foregoing held for the benefit and security of the Holders of the Notes; foregoing. (db) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held The Administrative Agent (for the benefit of the Holders of the Notes without notice toSecured Parties) shall have, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to all the Notes of a particular SeriesSeller Collateral, and in addition to all the Company grants other rights and remedies available to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held Administrative Agent (for the benefit of the Holders Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the Notes of debtor’s personal property or assets” or words to that effect, notwithstanding that such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during wording may be broader in scope than the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights collateral described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAgreement.

Security Interest. Separately(a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, for each Series of Notesin the event any such Transactions are deemed to be loans, the Company and in any event, Seller hereby pledges, assigns and grants pledges to the Trustee, Buyer as security for the due payment performance by Seller of its Obligations and performance hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of all the CompanySeller’s responsibilities right, title and interest in, to and under this Indenture for the Notes, for the benefit each of the Trustee following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on behalf the Asset Schedule; (ii) all rights to reimbursement or payment of the HoldersNote and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2021-PIAVF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in and (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to all of its right, title and interest, receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan hereafter created (collectively, the “Underlying CM Loan DocumentsRepurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; . (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all present collateral otherwise deliverable to Seller, to the extent all obligations then due and continuing owing under such Other Repurchase Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, power title and authority interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the CompanyNote and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, in the name and on behalf of the Company, as agent and attorney-in-fact, instruments or otherwise, to make claim for and demand performance on, under or pursuant to other documentation evidencing any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do (iv) any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessionsreplacements, substitutions, replacements, profits and distributions on or proceeds of any and from all of the foregoing (collectively, the “CollateralSubordinated Pledge Assets”). At the expense Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company notice of an instrument “Event of assignment Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the Trustee extent all obligations then due and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary owing under this Agreement have been paid in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenturefull. In furtherance of the grant foregoing, upon repayment of the security interest in outstanding Purchase Price and termination of all Obligations or other termination of the Collateral for Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the Notes, upon and during continuance of an Event of Default buyer under any Other Repurchase Agreement with respect to which the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise related purchase price remains outstanding any and all rights of the Company Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Corresponding CM Loan corresponding Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof. (f) The foregoing provisions of this Section 4.02 are intended to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, constitute a security agreement or other document arrangement or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant other credit enhancement related to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Agreement and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs Transactions hereunder as defined under Sections 101(47)(A)(v) and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders 741(7)(A)(xi) of the NotesBankruptcy Code.

Security Interest. Separately, for each Series of Notes, the Company Client hereby pledges, assigns and grants agrees to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, grant A/R Funding a security interest in and to all of its rightClient's accounts receivable, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantycontract rights, and such general intangibles which are directly related to said accounts (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, whether in the name and on behalf form of the Companybills of lading, as agent and attorney-in-factinvoices, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorneypurchase orders, or any rights granted other documents), including those presently in existence and those acquired hereafter, as well as all chattel paper and instruments evidencing any obligation to the Trustee pursuant to this Section 3.8 Client for any Notes payment of goods sold or services rendered. This security interest shall be a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney continuing interest and the other rights granted collateral securing the payment to the Trustee pursuant Client of all accounts transferred to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and A/R Funding shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notescovered by said security interest agreement. In the event that any CM Loan payment is not properly pledged made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and owing to A/R Funding, or in the event the Client defaults under the Uniform Commercial Code or any other provisions of this agreement, A/R Funding shall have all of the rights of the Client under the Uniform Commercial Code and shall have the right to take all actions necessary, including legal actions against Client's customers or others, in order to collect accounts assigned to A/R Funding by Client. In the Trustee and event of any default on the Trustee the Trustee shall have no liability to the Holders part of the NotesClient on any of the provisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to pay attorneys fees and legal costs that may be incurred as a result thereof. In addition to accounts receivable and all of the proceeds thereof, Client also assigns to A/R Funding all right, title, interest and grant(s) to A/R Funding as security interest in, a general lien upon and/or right of set-off in the following collateral to secure all of Client's present and future obligations and indebtedness to A/R Funding: All returned, repossessed and reclaimed goods, and books and records relating thereto, all letters of credit, deposits, money savings, hold amounts, reserves, retainage, credits, non factored receivables or like accounts maintained at or property delivered to A/R Funding.

Security Interest. SeparatelyTo secure the performance by the Seller of all the terms, for each Series covenants and agreements on the part of Notesthe Seller (whether as Seller or otherwise) to be performed under this Agreement, the Company Transaction Documents or any other document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for Capital, Yield, Fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Seller hereby pledgesassigns to the Program Agent for its benefit and the ratable benefit of the Conduit Purchasers, assigns the Committed Purchasers and the Group Agents, and hereby grants to the Trustee, as security Program Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of Conduit Purchasers, the HoldersCommitted Purchasers and the Group Agents, a security interest in and to in, all of its the Seller’s right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing following (collectively, the “Collateral”). At (a) the expense Sale Agreement, including, without limitation, (i) all rights of the Company, the Company agrees Seller to execute, deliver and file such further agreements, instruments and certificates as may be necessary receive monies due or to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements become due under or pursuant to the UCC. The Company shallSale Agreement, at its expense(ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Sale Agreement, do any and (iii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order rights of the Seller to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges receive proceeds of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notesinsurance, upon and during continuance of an Event of Default indemnity, warranty or guaranty with respect to the Notes Sale Agreement, (iv) claims of a particular Seriesthe Seller for damages arising out of or for breach of or default under the Sale Agreement, and (v) the Company grants right of the Seller to compel performance and otherwise exercise all remedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all other assets, including, without limitation, accounts, chattel paper, instruments, investment property, securities, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (c) all of the Seller’s interest in the CNB Customer Deposit Accounts and AOT Securities Accounts, (d) the Seller’s Account and any other deposit accounts of the Seller, (e) all other assets of the Seller, including, without limitation, all accounts, chattel paper, goods, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York), including undivided interests in any of the foregoing, owned by the Seller and not otherwise purchased under this Agreement, and (f) to the Trustee on behalf extent not included in the foregoing, all Proceeds of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. SeparatelyYou hereby grant BAS, for BANA and each Series of Notesour affiliates (collectively, "BofA Entities") a continuing security interest in, lien on, and right of set-off with respect to, all Financial Instruments and other property, including cash balances (collectively, "Property"), now or hereafter held or carried by any BofA Entity in your accounts, including any Property in transit or held by others on behalf of a BofA Entity and all proceeds of the Company hereby pledges, assigns and grants to the Trusteeforegoing, as collateral security for the due payment and performance of all the Company’s responsibilities your obligations to any BofA Entity, now existing or hereinafter arising, whether or not such obligations arise under this Indenture for the Notes, for the benefit Agreement or any other agreement between any BofA Entity and you and irrespective of the Trustee on behalf number of accounts you may have with the BofA Entities or which BofA Entity holds such Property, together with all expenses of the HoldersBofA Entities in connection therewith. In order to satisfy such obligations, a each BofA Entity is authorized to sell and/or purchase any Property in any of your accounts, or to liquidate any open options or redeem money market funds in any of your accounts, without notice. In enforcing this security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, each BofA Entity shall have all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right rights and remedies available to payment a secured party under the Underlying CM LoansUniform Commercial Code ("UCC"). Each BofA Entity shall, (c) the (1) promissory notewithout your further consent, (2) deed comply with any orders or instructions of trust, mortgage, security agreement, assignment of leases and rents or each other similar instrument or agreement securing the obligations of the borrower BofA Entity with respect to the Underlying CM Loansuch Property, including any entitlement orders (3as defined in Section 8-102(a)(9) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documentsUCC). Each BofA Entity shall hold any such Property both as secured party and, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (bfor purposes of Section 8-106(d)(3) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the CompanyUCC, as agent and attorneybailee of each other BofA Entity. Each BofA Entity agrees that all Property held by it in connection with this Agreement shall be treated as a "financial asset" under Section 8-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any 102(a)(9) of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. SeparatelyTo secure the prompt payment of all of the Debtor's liabilities, for each Series obligations and indebtedness to the Secured Party under that certain Loan Agreement between the Secured Party and the Debtor with respect to the ____________ (the "Fund") dated as of Noteseven date herewith (as amended, restated, supplemented, or otherwise modified from time to time, the Company "Loan Agreement") and all of the other Loan Documents (as defined in the Loan Agreement) or otherwise incurred in connection with the Fund, whether heretofore, now or hereafter arising and howsoever evidenced, whether primary or secondary, or absolute or contingent, and whether arising under written or oral agreement or by operation of law, and the prompt, full and faithful performance of the obligations of the Debtor under any documents or instruments executed or delivered in connection with any such liabilities, obligations and indebtedness (all of such liabilities, obligations and indebtedness being sometimes collectively referred to herein as the "Obligations", the Debtor hereby pledges, assigns and grants to the TrusteeSecured Party a continuing first priority lien and security interest in and right of setoff against all of the Debtor's rights, title, and interest, including without limitation the Debtor's securities entitlement (as such term is defined in Article 8 of the Uniform Commercial Code as adopted in the State of Ohio (the "UCC")), in and to the following described securities account (as such term is defined in Article 8 of the UCC) held by U.S. Bank National Association, as security for custodian (the due payment and performance of "Custodian"): account number _______ in the name ___________ (the "Securities Account"), together with all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the HoldersDebtor's rights, a security title, and interest in and to all of its right, title securities and interest, whether now or hereafter existing or acquired, all its interest financial assets (as such terms are defined in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations Article 8 of the borrower with respect to the Underlying CM Loan, (3UCC) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account therein and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instrumentsprincipal, interest, income distributions, dividends (whether cash or stock), income, earnings, cash and other property from rights at any time to time received, received or receivable or otherwise distributed in respect of or in exchange for therefor, and all additions to, all replacements of, all substitutions for, and all proceeds of any or all of the foregoing held for the benefit and security (all of the Holders of foregoing being sometimes collectively referred to herein as the Notes; (d) all present "Collateral"). The Secured Party may also prepare and continuing right, power and authority of the Company, in the name and file on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of Debtor appropriate UCC-1 financing statements pursuant to evidencing the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the TrusteeSecured Party’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf under Article 9 of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesUCC.

Security Interest. Separately, for each Series (a) To secure the prompt payment of Notesthe Investments, the Company Loans, the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations and the performance by the Seller of all the terms, covenants and agreements to be performed under this Agreement or any other Transaction Document, the Seller hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAdministrative Agent, for the benefit of the Trustee on behalf of Purchasers and the Holdersother Secured Parties, a continuing security interest in and to lien upon all property and assets of its right, title and interestthe Seller, whether now or hereafter owned, existing or acquiredarising and wherever located, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan following (collectively, the “Underlying CM Loan DocumentsSeller Collateral”); ): (bi) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) the Deposit Account Concentration Accounts and all money amounts on deposit therein, and other property all certificates and instruments, if any, from time to time credited evidencing such Concentration Accounts and amounts on deposit therein, (iv) all Collections on deposit on each Collection Account, (v) all rights of the Seller under the Transfer Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Deposit Account; payment of money, insurance claims and proceeds, and all general intangibles (cincluding all payment intangibles) (each as defined in the UCC) and (vii) all moneyproceeds of, cash, instruments, interest, income and other property from time to time received, all amounts received or receivable or otherwise distributed in respect of or in exchange for under any or all of of, the foregoing held for the benefit and security of the Holders of the Notes; foregoing. (db) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held The Administrative Agent (for the benefit of the Holders of the Notes without notice toSecured Parties) shall have, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to all the Notes of a particular SeriesSeller Collateral, and in addition to all the Company grants other rights and remedies available to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held Administrative Agent (for the benefit of the Holders Secured Parties), all the rights and remedies of a secured party under any applicable UCC. (c) Immediately upon the occurrence of the Notes of such seriesFinal Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and each contract, agreement or this Agreement and all obligations (other document or instrument included therein. The Trustee agrees that, except upon and during than those expressly stated to survive such termination) of the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees thatAdministrative Agent, the Trustee shall only exercise power of attorney Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights granted to the Trustee pursuant to this Section 3.8 with respect Seller Collateral shall revert to the CM Loan corresponding Seller; provided, however, that promptly following written request therefor by the Seller delivered to the series Administrative Agent following any such termination, and at the expense of Notes in which an Event of Default occurs the Seller, the Administrative Agent shall execute and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture deliver to the Trustee Seller UCC-3 termination statements and properly pledged such other documents as the Seller shall reasonably request to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesevidence such termination.

Security Interest. SeparatelyBuyer and Seller intend, for each Series of Notesall purposes other than those described in Section 22(e), the Company hereby pledges, assigns and grants that all Transactions hereunder be sales to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit Buyer of the Trustee Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan (except in the case of the grant of security interests by Master Seller under clause (b) below, which shall be unconditional as of the date hereof), Master Seller, on behalf of the Holders, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name itself and on behalf of the Companyeach Series Seller, as agent hereby pledges all of its and attorney-each Series Seller’s right, title, and interest in-fact, or otherwise, to make claim for and demand performance under and grants a lien on, under or pursuant to any of the foregoing held for the benefit and security interest in (which lien and security interest shall be of the Holders first priority), all of the Notesits and each Series Seller’s right, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticestitle, and to exercise all rightsinterest in the following property, remedieswhether now owned or hereafter acquired, powers, privileges now existing or hereafter created and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing wherever located (collectively, the “Collateral”). At ) to Buyer to secure the expense payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the Companyother Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such Transaction is deemed to be a loan): (a) the Purchased Loans, the Company agrees to executeServicing Agreements, deliver and file such further agreementsServicing Records, instruments and certificates as may be necessary to preserveServicing Rights, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment insurance relating to the Trustee and the execution by the Company and the filing of financing statements pursuant Purchased Loans, all Hedging Transactions related to the UCC. The Company shallPurchased Loans and collection and escrow accounts relating to the Purchased Loans; (b) the Cash Management Account and all monies from time to time on deposit in the Cash Management Account; (c) all “general intangibles”, at its expense, do “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.foregoing; and

Security Interest. Separately, for each Series Paragraph 6 of Notes, the Company SIFMA Master is hereby pledges, assigns amended and restated in its entirety to read as follows: (a) Seller hereby grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAgent, for the benefit of the Trustee on behalf of the HoldersBuyers, a first priority security interest in all of Seller’s right, title and interest in and to all of its right, title and interest, whether now or hereafter existing or acquiredloans identified in the Portfolio Schedule applicable to each Transaction entered into under this Agreement, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right rights to payment under the Underlying CM Loansarising thereunder, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property that may from time to time credited to evidence such loans and all rights arising under the Deposit Account; (c) all moneyloan agreements governing such loans, cash, instruments, interest, income and other property from time to time received, receivable whether now existing or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticeshereafter arising, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing thereof (collectively, the “Collateral”), to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”). At This Agreement shall create a continuing security interest in the expense Collateral (notwithstanding any deemed repurchase by Seller under an expiring Transaction and simultaneous deemed purchase by Buyers under a subsequent Transaction of any Roll-Over Securities) and shall remain in full force and effect until such security interest is released pursuant to (and to the extent provided in) Paragraph 6(c) below or until all unpaid Repurchase Price with respect to outstanding Transactions under this Agreement have been indefeasibly paid in full (without application of any set off or netting). Agent (for the benefit of the CompanyBuyers) shall have, with respect to all the Company agrees Collateral, in addition to executeall other rights and remedies available to Agent (for the benefit of the Buyers) under the Transaction Agreements, deliver all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any applicable jurisdiction. (b) Seller hereby authorizes Agent to file such further agreements, instruments financing statements (and certificates continuation statements with respect to such financing statements when applicable) as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements security interest granted pursuant to the UCC. The Company shallforegoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction (which financing statements may describe the collateral as “All of Debtor's right, at its expensetitle and interest in and to all loans identified in the schedule (as such schedule is amended and restated from time to time, do any each a "Portfolio Schedule") applicable to each transaction entered into under the 1996 SIFMA Master Repurchase Agreement dated as of February 3, 2016 (the "Repurchase Agreement"), between Debtor, Coöperatieve Rabobank, U.A., New York Branch and the other Buyers from time to time party thereto, including Annex I thereto (and as amended thereby), all rights to payment arising thereunder, all instruments that may from time to time evidence such loans and all further acts rights arising under the loan agreements governing such loans, whether now existing or hereafter arising, and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected all proceeds thereof.”). (c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Agent and the Buyers (i) upon payment of the Repurchase Price for any Transaction (including by application of set off or netting in the Collateral, accordance with Paragraph 12 of this Agreement (but subject to no Liens or charges Paragraph 12 of Annex I hereto)), without further action by any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the NotesPerson, upon and during continuance of an Event of Default but solely with respect to the Notes Purchased Securities in respect of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company such Transaction that are not Roll-Over Securities with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit Transaction, and (ii) upon any amendment and restatement of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default Portfolio Schedule with respect to Notes of a particular seriesTransaction in accordance with the terms hereof, it shall not exercise the power of attorneywithout further action by any Person, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 but solely with respect to Purchased Securities previously identified in the CM Loan corresponding existing Portfolio Schedule for such Transaction that are no longer identified in the amended and restated Portfolio Schedule for such Transaction. Agent hereby agrees, at Seller’s expense, to the series of Notes in which an Event of Default occurs (x) file appropriate financing statement amendments to reflect such release and shall not exercise and shall be prohibited from exercising (y) agree to take such rights against any CM other that the CM relating additional actions, as Seller may reasonably request to better evidence such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesrelease.”

Security Interest. Separately, for each Series of Notes, (a) In order to secure the Company hereby pledges, assigns full and grants to the Trustee, as security for the due complete payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit when due of the Trustee on behalf Obligations, except as otherwise prohibited by applicable law (including applicable anti-assignment rules of the HoldersMedicare, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money Medicaid and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the CompanyFederal Health Care Programs, as agent and attorneythat term is defined in 42 USC Section 1320a-7b(f)), Borrower hereby grants to Lender a first-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject (b) Borrower authorizes ▇▇▇▇▇▇ to no Liens or charges of any type whatsoever except for Liens pursuant to prepare and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise file any and all rights of the Company with respect documents ▇▇▇▇▇▇ deems appropriate to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such seriesperfect its security interest hereunder, and each contract▇▇▇▇▇▇▇▇ agrees to cooperate with ▇▇▇▇▇▇ and execute all documents requested by ▇▇▇▇▇▇ to enable ▇▇▇▇▇▇ to perfect its security interest hereunder. (c) Borrower hereby irrevocably appoints Lender, agreement or other document or instrument included therein. The Trustee agrees that, except upon effective on the occurrence and during the continuance of an Event of Default with respect Default, as its attorney-in-fact to Notes of a particular series, it do (but Lender shall not exercise the power of attorney, be obligated to do and shall incur no liability to Borrower or any third party for failure to do) any act which Borrower is obligated by this Agreement to do, and to (i) exercise such rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only and powers as Borrower might exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding Collateral, including, without limitation, the right to collect by legal proceedings or otherwise and endorse, receive and receipt for all dividends, interest, payments, proceeds and other sums and property now or hereafter payable on or account of Collateral; (ii) exercise such privileges or options pertaining to, or deposit, surrender, accept, hold or apply other property in exchange for, Collateral; (iii) insure, process and preserve the Collateral; (iv) transfer the Collateral to ▇▇▇▇▇▇’s own name or the name of a nominee of ▇▇▇▇▇▇; and (v) make any compromise or settlement, and take any action it deems advisable, with respect to the series Collateral. ▇▇▇▇▇▇▇▇ agrees to reimburse Lender on demand for any costs and expenses, including, without limitation, attorneys’ fees, ▇▇▇▇▇▇ may incur while acting a Borrower’s attorney-in-fact hereunder, all of Notes which costs and expenses are included in which an Event the Obligations. It is further agreed that such case as ▇▇▇▇▇▇ gives to the safekeeping of Default occurs and its own property of like kind shall constitute reasonable care of the Collateral when in Lender’s possession; provided, however, that Lender shall not exercise be required to make any presentment, demand or protest, or give any notice and shall be prohibited from exercising such need not take any action to preserve any rights against any CM prior party or any other that person in connection with the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture Obligations or with respect to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesCollateral.

Security Interest. SeparatelyTo secure the performance by the Borrower of all the terms, for each Series covenants and agreements on the part of Notesthe Borrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including, without limitation, the Company punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for principal, interest, fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Borrower hereby pledgesassigns to the Administrative Agent for its benefit and the ratable benefit of the Lenders, assigns and hereby grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf Lenders a security interest in, all of the HoldersBorrower’s right, a security title and interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing following (collectively, the “Collateral”). At ): (A) the expense Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all rights of the Company, the Company agrees Borrower to execute, deliver and file such further agreements, instruments and certificates as may be necessary receive moneys due or to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements become due under or pursuant to the UCC. The Company shallPurchase Agreements or the Parent Undertakings, at its expense(ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, do any and (iii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order rights of the Borrower to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges receive proceeds of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notesinsurance, upon and during continuance of an Event of Default indemnity, warranty or guaranty with respect to the Notes Purchase Agreements or the Parent Undertakings, (iv) claims of a particular Seriesthe Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (B) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, the Company grants Related Security and Collections with respect thereto and all other assets of the Borrower, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Lock-Boxes and Deposit Accounts and (D) to the Trustee on behalf extent not included in the foregoing, all proceeds of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. SeparatelyTo secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for each Series purposes of Notesthis Section 6.2) under this Agreement, the Company Merchant hereby pledges, assigns and grants to the Trustee, as Secured Party liens and security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest interests in and to all of its rightMerchant's rights to and interests in the following, title presently existing or hereafter acquired, and interestin any interest earned thereon and proceeds thereof (collectively, whether "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) maintained by Merchant with the Company’s right to payment under the Underlying CM LoansSecured Party, (civ) any of Mer chant's funds now or hereafter in the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations possession of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantySecured Party, and (6v) all of the documentsamounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectivelyto set off, the “Underlying CM Loan Documents”); (b) the Deposit Account recoup and to appropriate a nd to apply any and all money such amounts owing, funds held, account balances and other property from time Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, ▇▇▇▇▇▇▇▇ hereby agrees that Secured Party shall have control thereof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the dep osit account without further consent by ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ agrees to time credited duly execute and deliver to the Deposit Account; (c) all money, cash, Secured Party such additional instruments, interestdocuments and agreements as may be reasonably requested to perfect and confirm the liens, income security interests in deposit accounts and other property from time to time received, receivable or otherwise distributed Collateral set forth in respect of or this Agreement. ▇▇▇▇▇▇▇▇ agrees that Secured Party may file such financing statements in exchange for Merchant's n ame describing any or all of the foregoing held for the benefit Collateral and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, take such other action as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or they may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary require in order to protect the Trustee’s title to perfect their liens and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included interests therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. Separately(a) As security for the performance by the Borrower of all the terms, for each Series covenants and agreements on the part of Notesthe Borrower to be performed under this Agreement, the Company RFA Notes or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby pledges, assigns and grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of the HoldersSecured Parties, a continuing security interest in and to all of its the Borrower’s right, title and interestinterest in, to and under all of the following, whether now or hereafter owned, existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing arising (collectively, the “Collateral”). At ): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the expense Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the Companyobligations) of the Borrower under the Purchase and Sale Agreement, (vi) without duplication of the foregoing, all of its accounts, general intangibles (including payment intangibles), deposit accounts, investment property, financial assets, instruments, chattel paper and letter-of-credit rights, (vii) all supporting obligations relating to the foregoing and (viii) all proceeds of, and all amounts received or receivable under any or all of, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect foregoing. (b) The Administrative Agent (for the title and interests benefit of the Trustee on behalf Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Holders Secured Parties), all the rights and remedies of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the a secured party under any applicable UCC. The Company shall, at Borrower hereby authorizes the Administrative Agent (for the benefit of the Secured Parties) to file financing statements in each jurisdiction the Administrative Agent deems necessary and appropriate to perfect its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance describing the collateral covered thereby as “all of the grant of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights collateral described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAgreement.

Security Interest. SeparatelyTo secure payment of all Obligations, for Holdings and each Series of Notes, the Company hereby pledges, assigns and Borrower grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAdministrative Agent, for the benefit of the Trustee on behalf holders of the HoldersObligations, a security interest in and to all of its right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (di) all present and continuing rightfuture Inventory of Holdings or such Borrower, power together with all attachments, accessories, exchanges and authority additions to (including replacement parts installed in or repairs to) any such Inventory, and all chattel paper, documents, certificates of the Companytitle, in the name certificates of origin, general intangibles, instruments, accounts and on behalf of the Company, as agent and attorney-in-fact, contract rights now existing or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or hereafter arising with respect thereto, to make (ii) all waivers Parts Inventory, (iii) all Company Vehicles, (iv) all cash and agreementsnon-cash proceeds of any of the foregoing, and (v) all deposit accounts and securities accounts, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to extent proceeds of the foregoing held for the benefit of the Holders of the Notes without notice to, consent have been deposited therein or approval by amounts or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and investment property therein otherwise represent proceeds of and from all any of the foregoing (collectively, the “Collateral”). At Each Borrower agrees that at any time and from time to time, upon the expense request of the CompanyAdministrative Agent, the Borrowers will promptly (i) deliver to Administrative Agent all Collateral other than Inventory, Parts Inventory and Company agrees to executeVehicles, deliver (ii) ▇▇▇▇ all chattel paper, documents and file such further agreements, instruments and certificates as may be necessary to preserveBorrowers’ books of account, perfect ledger cards and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment other records relative to the Trustee Collateral with a notation reasonably satisfactory to Administrative Agent disclosing that they are subject to Administrative Agent’s security interest, (iii) execute and deliver to Administrative Agent such instruments, statements and agreements as Administrative Agent may reasonably request to evidence further each Loan and the execution by the Company and the filing of financing statements pursuant security interests granted hereunder; provided, however, a Borrower’s failure to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trusteecomply with such request shall not affect or limit Administrative Agent’s title to and first priority perfected security interest or other rights in and to the Collateral, subject (iv) execute and deliver to no Liens Administrative Agent Control Agreements for all deposit accounts and securities accounts, to the extent proceeds of the foregoing have been deposited therein or charges amounts or investment property therein otherwise represent proceeds of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in foregoing, and (v) permit Administrative Agent or its representatives to examine the Collateral for and Borrowers’ books and records and, during the Notes, upon and during continuance continuation of an Event of Default Default, Borrowers agree to pay to Administrative Agent its actual costs relating to such examinations immediately upon receipt of Administrative Agent’s invoice therefor. Borrowers agree that Administrative Agent may directly collect any amount owed to Borrowers with respect to the Notes Collateral (hereafter referred to as an "Account") and credit Borrowers with all sums received by Administrative Agent. With the consent of the Borrower Representative, not to be unreasonably withheld or delayed, or at any time that an Event of Default has occurred and is continuing, Administrative Agent may contact any customer of any Borrower to confirm and verify the terms of sale, payments made on an Account, and any modifications claimed to be made by the Borrowers with such customer of Borrower. If an Event of Default has occurred and is continuing, Borrowers agree that Administrative Agent may at any time notify any customer of any Borrower of the assignment of said Account and revoke the authority of the Borrowers to collect the same and should the Administrative Agent at any time receive any checks, drafts, money orders or other instruments or orders for money payable to a particular SeriesBorrower to apply to an Account, Administrative Agent is irrevocably appointed attorney-in-fact for each such Borrower to endorse each such instrument with the name of the applicable Borrower and collect the same. Without limiting the foregoing, (i) concurrently with the entry of any Borrower into a security agreement, mortgage or other document pursuant to which such Borrower purports to ▇▇▇▇▇ ▇ ▇▇▇▇ in any personal property to secure the obligations under any Formula Revolver Loan Documents, the Company grants Borrower shall enter into a corresponding agreement granting a Lien in such personal property to secure the Obligations, and (ii) as security for the full and timely payment and performance of all Obligations, Borrower Representative shall, and shall cause each other Borrower to do or cause to be done all things necessary in the reasonable opinion of the Administrative Agent to grant to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held Administrative Agent for the benefit of the Holders of the Notes of such series, and each contract, agreement Secured Parties a duly perfected first priority security interest in all Collateral subject to no prior Lien or other document encumbrance or instrument included therein. The Trustee agrees thatrestriction on transfer, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this as expressly permitted under Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes8.1.

Security Interest. SeparatelyTo secure the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for each Series indemnification payments, Yield, Capital, Fees, expenses or otherwise (all of Notesthe foregoing, collectively, the Company “Obligations”), the Seller hereby pledgesassigns to the Agent for its benefit and the ratable benefit of the Banks, assigns and hereby grants to the Trustee, as security Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of the HoldersBanks, a security interest in and to in, all of its the Seller’s right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing following (collectively, the “Collateral”). At ): (A) the expense Secondary Purchase Agreement, including, without limitation, (i) all rights of the Company, the Company agrees Seller to execute, deliver and file such further agreements, instruments and certificates as may be necessary receive moneys due or to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements become due under or pursuant to the UCC. The Company shallSecondary Purchase Agreement, at its expense(ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Secondary Purchase Agreement, do any and (iii) all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order rights of the Seller to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges receive proceeds of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notesinsurance, upon and during continuance of an Event of Default indemnity, warranty or guaranty with respect to the Notes of a particular SeriesSecondary Purchase Agreement, the Company grants to the Trustee on behalf (iv) claims of the Holders Seller for damages arising out of or for breach of or default under the fullSecondary Purchase Agreement, exclusive and irrevocable right(v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder; (B) the Initial Purchase Agreement, power and authority to exercise any and including, without limitation, (i) all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any purchaser thereunder (which rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly been pledged or assigned to the Trustee Seller pursuant to the Secondary Purchase Agreement) to receive moneys due or to become due under or pursuant to the Initial Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Initial Purchase Agreement (which interests of purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iii) all rights of the purchaser thereunder to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Initial Purchase Agreement (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iv) claims of the purchaser thereunder for damages arising out of or for breach of or default under the Initial Purchase Agreement (which claims and rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement); (C) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Trustee Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the Trustee shall have no liability UCC), including undivided interests in any of the foregoing; (D) the Lock-Boxes and Deposit Accounts and the funds deposited in such accounts; and (E) to the Holders extent not included in the foregoing, all proceeds of any and all of the Notesforegoing.

Security Interest. Separately, for each Series of NotesSubject to the proviso below, the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities obligations under this Indenture for the Noteseach series of Securities, for itself and for the ratable benefit of the Trustee on behalf Holders of the Holderssuch Securities, a security interest in and to all of its the Company’s right, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as followsthe following: (ai) all of the Company’s limited liability company interests in the Series SPV corresponding to such series of Securities, (ii) such Series SPV’s right to payment under the Underlying CM LoansCorresponding Asset, but only to the extent such pledge, transfer or assignment is permitted by the terms of the Direct Loan, Assignment or Participation, (ciii) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the SPV Series Deposit Account and all money and other property from time to time credited to monies in the Series SPV Deposit Account; , (civ) the Series Sub-Account and all monies in the Series Sub-Account, (v) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; such series of Securities, (dvi) all present and continuing right, power and authority of the Company, as the owner of the Series SPV or otherwise, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notessuch series of Securities, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes such series of Securities without notice to, consent or approval by or joinder of the Company; , and (evii) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”); provided, however, that to the extent funds have been advanced directly or indirectly by virtue of a loan or otherwise by the Series SPV Lender to a Series SPV, the Company shall not and does not pledge, assign or grant any such security interest to the Trustee in the Collateral until the occurrence of the Final Repayment Date with respect to such Series SPV. At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Noteseach series of Securities, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens liens, encumbrances or charges of any type whatsoever except for Liens liens, encumbrances and charges pursuant to and permitted by this Indenture. By accepting any Security issued pursuant hereto, each Holder of any Security hereby acknowledges and agrees, and shall be deemed to acknowledge and agree, that (1) it does not have any lien on any assets, and shall not exercise any rights or remedies with respect to any Series SPV until the occurrence of the Final Repayment Date with respect to such Series SPV and (2) it shall be subordinate (in all respects) to the Series SPV Lender with respect to a Series SPV until the occurrence of the Final Repayment Date with respect to such Series SPV.‌ In furtherance of the grant of the security interest in the Collateral for the Noteseach series of Securities, upon and during continuance of an Event of Default with respect to the Notes of a particular SeriesDefault, the Company grants to the Trustee on behalf of the Holders of such Securities the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes Collateral held for the benefit of the Holders of the Notes of such seriesSecurities, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon the occurrence of and during the continuance of an Event of Default with respect to Notes of a particular seriesDefault, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes6.8.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As additional security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesObligations, Guarantor hereby grants to Agent, for the benefit of itself and the Trustee on behalf other Lenders a first priority security interest in all of the HoldersGuarantor's right, a security title and interest in and to all of its rightthe Guarantor’s assets, title wherever located and interest, whether now or hereafter existing owned or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loansincluding, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect but not limited to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing following assets (collectively, the “Collateral”). At the expense of the Company): (a) all Accounts, the Company agrees to execute(b) Chattel Paper, deliver and file such further agreements(c) Commercial Tort Claims, instruments and certificates as may be necessary to preserve(d) Deposit Accounts, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes(e) Documents, (f) Equipment, (g) General Intangibles, (h) Goods (including but not limited toto all files, correspondence, computer programs, tapes, disks and related data processing software which contain information identifying or pertaining to any of the execution by Collateral or any Account Lessee or showing the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably amounts thereof or payments thereon or otherwise necessary in order to protect the Trustee’s title to and first priority perfected security interest or helpful in the Collateralrealization thereon or the collection thereof, subject to no Liens or charges (i) Inventory, (j) Investment Property, (k) letters of any type whatsoever except for Liens pursuant to credit and permitted by this Indenture. In furtherance Letter of Credit Rights, (l) all Supporting Obligations and (m) all cash and non-cash proceed of the grant of foregoing (including insurance proceeds). Upon the security interest in the Collateral for the Notes, upon and during continuance occurrence of an Event of Default with respect to under the Notes Loan Agreement or any breach or default by Guarantor under this Guaranty, Agent shall have all the rights of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such seriessecured party under applicable law, and each contractmore specifically under the Uniform Commercial Code (in effect in the State of New York) and shall have all the rights and remedies set forth in the Loan Agreement. In addition and without limitation, agreement Agent may, without notice to or other document or instrument included therein. The Trustee agrees that, except demand upon Guarantor at any time following the occurrence and during the continuance of an Event of Default with respect take possession of the Collateral, and for that purpose Agent may enter upon any premises on which the Collateral may be situated and remove the same therefrom and may require Guarantor to Notes assemble all or any part of the Collateral at such location or locations within the jurisdiction(s) of Guarantor's principal office or at such other locations as Agent may reasonably designate. Unless the Collateral is perishable or threatens to decline speedily in value or is of a particular seriestype customarily sold on a recognized market, Agent shall give Guarantor at least ten (10) Business Days prior written notice of the time and place of any public sale of Collateral or of the time after, which any private sale or any other intended disposition is to be made (it being understood, for the avoidance of doubt that the Agent shall not exercise take any action to effect any such sale unless an Event of Default shall have occurred and be continuing). Guarantor hereby acknowledges that ten (10) Business Days prior written notice of such sale or sales shall be reasonable notice. In addition, Guarantor waives any and all rights that it may have to a judicial hearing in advance of the power enforcement of attorney, or any of Agent’s rights granted to hereunder following the Trustee pursuant to this Section 3.8 for any Notes occurrence and during the continuance of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which including, without limitation, its right following an Event of Default occurs to take immediate possession of the Collateral and to exercise its rights with respect thereto. In addition, Agent shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. All of Agent’s rights and remedies, whether evidenced by this Guaranty, the Loan Agreement or any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Agent to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Guarantor under this Guaranty, after Guarantor's failure to perform, shall not affect Agent’s right to declare a default and to exercise its remedies. Guarantor hereby authorizes Agent to prepare and file financing statements provided for by the UCC with all appropriate jurisdictions to perfect or protect the Lenders’ security interest or rights hereunder, and to take such other action as may be required, in Agent’s Permitted Discretion, in order to perfect and to continue the perfection of Agent’s Lien on the Collateral, for the benefit of itself and the other Lenders, including a notice that any disposition of the Collateral, by either the Guarantor or any other Person, shall be prohibited from exercising such rights against any CM other that the CM relating deemed to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested violate the rights described in this Indenture to of the Trustee and properly pledged to the Trustee the Security hereunder or Lender under the Underlying NotesUCC. In Such financing statements may indicate the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders Collateral as “all assets of the NotesDebtor” or words of similar effect, or as being of an equal or lesser scope, or with greater detail, all in the Agent’s sole discretion.

Security Interest. SeparatelyPledgor hereby BARGAINS, SELLS, GRANTS, CONVEYS, TRANSFERS, PLEDGES, HYPOTHECATES, and ASSIGNS to FNB for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holdersits benefit, a first priority security interest (the “Security Interest”) in the Pledged Stock, together with all increases, replacements, additions and to all of its right, title and interest, whether now or hereafter existing or acquiredsubstitutions related thereto, all its interest in each Series dividends, distributions, return of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all moneycapital, cash, instruments, interest, income instruments 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 held for the benefit Pledged Stock and security of the Holders of the Notes; (d) all present and continuing rightsubscription warrants, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, rights or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, options issued thereon or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold noticestogether with, and including, all rights of Pledgor pursuant to exercise all rightsits bylaws, remedies, powers, privileges and options, to grant any shareholder agreement or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit similar agreements of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing Landmark Bank (collectively, the “Pledge Agreement Collateral”). At , to secure the expense complete and timely payment, performance or discharge of (i) each of the Companyobligations and covenants of Pledgor under this Agreement, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited toCredit Agreement, the execution by Note or the Company other Loan Documents, and all modifications, substitutions, extensions and renewals of an instrument each, whether absolute or contingent, liquidated or unliquidated, existing now or arising in the future and (ii) all present and future indebtedness and obligations of assignment Pledgor to the Trustee Secured Parties whether direct, indirect, absolute, or contingent and whether arising by note, guaranty, overdraft, or otherwise (individually, an “Obligation” and collectively, the execution by the Company and the filing of financing statements pursuant to the UCC“Obligations”). The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default Security Interest shall be effective with respect to each item of Pledge Agreement Collateral for so long as any Obligation remains outstanding or FNB has any Commitment under the Notes Credit Agreement, regardless of a particular Series, whether Pledgor becomes the Company grants owner of such Pledge Agreement Collateral prior to or contemporaneously with or subsequent to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes incurring of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesObligation.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for the due To secure payment and performance in full of all the Company’s responsibilities obligations arising under this Indenture for the NotesExisting Loan Agreement and the other Financing Agreements defined therein, the Borrower previously granted to the Agent, for the benefit of the Trustee on behalf of the HoldersLenders, a right of setoff against and a continuing security interest in and to certain of the Borrower's property and interests in property, whenever acquired and wherever located (as set forth with more specificity in the Existing Loan Agreement). The Borrower acknowledges that such property and interests in property remain subject to a right of setoff against and a continuing security interest of the Agent, for the benefit of the Lenders (which rights and security interests were granted and continued pursuant to the Existing Loan Agreement and related Financing Agreements) and that all of its rightsuch property and interests in property will constitute Collateral for the Liabilities. Accordingly, title the Borrower hereby reaffirms the prior grant of a right of setoff against and interesta continuing security interests in and to certain of the Borrower's property and interests in property, as more specifically described below, whenever acquired and wheresoever located, and to secure payment and performance in full of the Liabilities, the Borrower hereby grants to the Agent, for the benefit of the Lenders, a right of setoff against and a continuing security interest in and to the following property and interests in property, whether now owned or hereafter existing owned or acquired, all its interest in each Series of Notes’ CM Loan as followsacquired by the Borrower and wheresoever located: (a) the Company’s right to payment under the Underlying CM LoansAccounts, (c) the (1) promissory notecontract rights, (2) deed General Intangibles, chattel paper, instruments, notes, letters of trustcredit, mortgagewarehouse receipts, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the shipping documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”)documents and documents of title; (b) the Deposit Account and all money and other property from time to time credited to the Deposit AccountInventory; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the NotesEquipment; (d) deposit accounts (general or special) with, and credits and other claims against, Agent or any Lender, or any other financial institution with which the Borrower maintains deposits; (e) monies, and any and all present other property and continuing right, power and authority interests in property of the CompanyBorrower now or hereafter coming into the actual possession, in the name and on behalf custody or control of the CompanyAgent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, as agent and attorney-in-factdeposit, custody, pledge, transmission, collection or otherwise) (but excluding Rolling Stock); (f) interests in leases of real or personal property, whether as lessor or lessee (including any option to make claim for purchase thereunder); (g) all insurance proceeds of or relating to any of the foregoing; (h) books and demand performance on, under or pursuant records relating to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the CompanyBorrower's business; and (ei) all revenuesaccessions and additions to, issuessubstitutions for, products, accessions, substitutions, and replacements, profits products and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense any of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. SeparatelyAs security for the performance by the Seller of all the terms, for each Series covenants and agreements on the part of Notesthe Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Seller Obligations, the Company Seller hereby pledgesassigns to the Administrative Agent for its benefit and the ratable benefit of the other Indemnified Parties, assigns and hereby grants to the Trustee, as security Administrative Agent for its benefit and the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the ratable benefit of the Trustee on behalf of the Holdersother Indemnified Parties, a security interest in and to in, all of its the Seller's right, title and interestinterest in and to: (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Related Security and Collections with respect thereto; (b) all Contracts, whether now owned or existing or acquiredhereafter acquired or arising, together with all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, Related Security and Collections with respect thereto; (c) the (1) promissory noteDeposit Accounts and the Collection Account, including, without limitation, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6i) all funds and other evidences of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account payment held therein and all money certificates and other property instruments, if any, from time to time credited to the Deposit Account; representing or evidencing any of such accounts or any funds and other evidences of payment held therein, (cii) all moneyinvestment property and other financial assets held in, or acquired with funds from, such accounts and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Administrative Agent in substitution for any of the then existing accounts and (iv) all interest, dividends, cash, instruments, interestfinancial assets, income investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or and all of the foregoing held for the benefit and security of the Holders of the Notes; such accounts; (d) all present and continuing right, power and authority other assets of the CompanySeller, whether now owned and existing or hereafter acquired or arising, including, without limitation, all accounts, chattel paper, goods, instruments, investment property, deposit accounts and general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the State of New York), in which the name and on behalf Seller has any interest; and (e) to the extent not included in the foregoing, all Proceeds of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as 3.1 As security for the prompt, complete and indefeasible payment when due (whether on the payment and performance dates or otherwise) of all the Company’s responsibilities under this Indenture for the NotesSecured Obligations, for the benefit of the Trustee on behalf of the Holders, Borrower grants to Lender a security interest in all of Borrower’s right, title, and interest in and to all of its right, title and interest, the following personal property whether now owned or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing acquired (collectively, the “Collateral”). At ): (a) Receivables; (b) Equipment; (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property; (g) Deposit Accounts; (h) Cash; (i) Goods; (j) Intellectual Property; and all other tangible and intangible personal property of Borrower whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, Borrower and wherever located, and any of Borrower’s property in the expense possession or under the control of Lender; and, to the extent not otherwise included, all Proceeds of each of the Companyforegoing and all accessions to, the Company agrees to executesubstitutions and replacements for, deliver and file such further agreementsrents, instruments profits and certificates as may be necessary to preserve, perfect and protect the title and interests products of each of the Trustee on behalf of foregoing. Notwithstanding the Holders of the Notesforegoing, including but (1) Borrower shall not limited to, the execution by the Company of an instrument of assignment be required to the Trustee and the execution by the Company and the filing of financing statements pursuant grant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected Lender a security interest in the Collateral, subject to no Liens or charges any equity interest of any type whatsoever except for Liens pursuant to BioAmber Sarnia and permitted by (2) this Indenture. In furtherance of the Agreement shall not constitute a grant of the a security interest in any License to the Collateral extent that such grant of a security interest is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent that has not been obtained (the Borrower having no obligation to seek any such consent) under, any License evidencing or giving rise to such property, in each case except to the extent that such consent requirement, or the term in such License providing for such prohibition, consent, breach, default or termination is ineffective under applicable law. 3.2 Parent shall, as security for the NotesSecured Obligations, upon cause each Subsidiary Guarantor to grant to Lender a security interest in all of such Subsidiary Guarantor’s assets pursuant to such Security Documents as Lender may require. Notwithstanding the foregoing, (1) any such Subsidiary Guarantor shall not be required to grant to Lender a security interest in any equity interest of BioAmber Sarnia and during continuance (2) this Agreement shall not constitute a grant of an Event of Default with respect a security interest in any License to the Notes extent that such grant of a particular Seriessecurity interest is prohibited by, or constitutes a breach or default under or results in the Company grants termination of or requires any consent that has not been obtained (the Borrower having no obligation to seek any such consent) under, any License evidencing or giving rise to such property, in each case except to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to extent that such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorneyconsent requirement, or any rights granted to the Trustee pursuant to this Section 3.8 term in such License providing for any Notes of a series not subject to an Event of Default. The Trustee further agrees thatsuch prohibition, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein consent, breach, default or termination is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or ineffective under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesapplicable law.

Security Interest. Separately(a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, for each Series of Notesin the event any such Transactions are deemed to be loans, the Company and in any event, Seller hereby pledges, assigns and grants pledges to the Trustee, Buyer as security for the due payment performance by Seller of its Obligations and performance hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of all the CompanySeller’s responsibilities right, title and interest in, to and under this Indenture for the Notes, for the benefit each of the Trustee following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on behalf the Asset Schedule; (ii) all rights to reimbursement or payment of the HoldersNote and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges conveys and grants to Buyer a security interest in and (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to all of its right, title and interest, receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan hereafter created (collectively, the “Underlying CM Loan DocumentsRepurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; . (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all present collateral otherwise deliverable to Seller, to the extent all obligations then due and continuing owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, power title and authority interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the CompanyNote and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, in the name and on behalf of the Company, as agent and attorney-in-fact, instruments or otherwise, to make claim for and demand performance on, under or pursuant to other documentation evidencing any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do (iv) any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessionsreplacements, substitutions, replacements, profits and distributions on or proceeds of any and from all of the foregoing (collectively, the “CollateralSubordinated Pledge Assets”). At the expense Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company notice of an instrument “Event of assignment Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the Trustee extent all obligations then due and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary owing under this Agreement have been paid in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenturefull. In furtherance of the grant foregoing, upon repayment of the security interest in outstanding Purchase Price and termination of all Obligations or other termination of the Collateral for Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the Notes, upon and during continuance of an Event of Default buyer under any Other Repurchase Agreement with respect to which the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise related purchase price remains outstanding any and all rights of the Company Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Corresponding CM Loan corresponding Buyer or the other buyer thereunder is no longer ASP, Nexera, or any Affiliates thereof. (f) The foregoing provisions of this Section 4.02 are intended to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, constitute a security agreement or other document arrangement or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant other credit enhancement related to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Agreement and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs Transactions hereunder as defined under Sections 101(47)(A)(v) and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders 741(7)(A)(xi) of the NotesBankruptcy Code.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as security for To secure the due payment and performance by Borrower of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest in indebtedness and to all of its right, title other liabilities and interestobligations, whether now existing or hereafter existing or acquiredarising, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right Borrower to payment under the Underlying CM LoansLender under, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect arising out of or in exchange for any way connected with this Agreement, the Note(s) and all agreements, guaranties, instruments and other documents executed and delivered in connection herewith or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-facttherewith, or otherwise, and to make claim for secure any other indebtedness, liabilities and demand performance onobligations of Borrower to Lender, under whether now existing or pursuant hereafter arising (all hereinafter referred to any collectively as the "Obligations"), Borrower hereby assigns, grants, mortgages, pledges, hypothecates, transfers and sets over to Lender, a first priority lien on and security interest in (i) the property of Borrower set forth in the Schedule to the Note(s) (the ''Equipment"), together with all accessories, attachments and accessions now or hereafter affixed thereto and all substitutions and replacements of, and proceeds of the foregoing held for the benefit and security of the Holders of the Notesforegoing, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do plus any and all things chattel paper, accounts, contract rights and exercise all general intangibles arising from the sale, lease or other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesdisposition thereof, including but not limited toto insurance proceeds and general intangibles, (ii) any cash or cash equivalents held by Lender on Borrower's behalf, including, without limitation, any refunds, security deposits or undisbursed advances or proceeds arising in connection with any loan or equipment lease (whether given hereunder or otherwise), (iii) all property, tangible or intangible, in which Lender has or may acquire hereafter a security interest, and (iv) all of Borrower's present and future accounts, documents, general intangibles, and other personal property, whether now owned or hereafter acquired and wherever located (all the execution by foregoing hereinafter referred to as the Company of an instrument of assignment "Collateral"). Lender shall not be obligated to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at release its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in any of the CollateralCollateral until all Obligations of Borrower to Lender are paid and performed in full. Any security deposit made by Borrower to Lender, and not subject to no Liens or charges of any type whatsoever except for Liens pursuant a separate Security Deposit Agreement, shall be held by Lender to secure the payment and permitted by this Indenture. In furtherance performance of the grant Obligations and may not be used by Borrower for any payments due under the Note(s) or this Agreement or any other loan documents. Lender may, but is not obligated to, apply the security deposit to cure any monetary default, and Borrower agrees to immediately restore the security deposit to its full amount. Except as may otherwise be required by applicable law, the security deposit may be commingled with Lender's other funds and any unapplied portion of the security deposit will be refunded to Borrower without interest in the Collateral for the Notes, only upon full payment and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf performance of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesObligations.

Security Interest. Separately, for each Series To secure payment of Notesthe principal of and all interest on the Loan, the Company Investor hereby pledgesassigns, assigns pledges and grants to DLJ Merchant Banking II, Inc. (the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes"AGENT"), for the benefit of the Trustee on behalf of the HoldersLender, a security interest in and (and, to all of its rightthe extent not previously delivered, title and interest, whether now or hereafter existing or acquired, all its interest in each Series of Notes’ CM Loan delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and privileges with respect to the Underlying CM LoanPledged Shares; (iii) all income and profits thereon; (iv) all dividends, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, payments and other distributions with respect thereto; and (6v) all of proceeds thereof and substitutions therefor, other than any cash income, profits, dividends, payments, distributions or proceeds so long as the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan Investor is not in default hereunder (collectively, the “Underlying CM Loan Documents”"COLLATERAL"); (b) the Deposit Account and all money and other property from time to time credited . The Investor is delivering to the Deposit Account; Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (ca "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all moneyof which are hereby waived by the Investor, cashand (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any way affect or all modify, any obligation or liability of the foregoing held for Investor with respect to any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the benefit Company's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any security interest or to enable the Agent to exercise and enforce its rights hereunder with respect to any of the Holders of Collateral. To the Notes; (d) all present extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and continuing right, power and authority of the Companyfile, in the name and on behalf of the Company, as agent and attorney-in-fact, Investor or otherwise, to make claim for and demand performance onUniform Commercial Code financing statements (which may be carbon, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notesphotographic, to bring actions and proceedings thereunder or for the specific photostatic or other enforcement thereof, reproductions of this Promissory Note and Pledge or with respect thereto, of a financing statement relating to make all waivers this Promissory Note and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits Pledge) which the Company is Agent in its sole discretion may deem necessary or may become entitled appropriate to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.

Security Interest. SeparatelyTo secure the prompt and complete payment, for each Series performance and observance of Notesany and all recourse and indemnity obligations of the Receivables Seller to Receivables Purchaser, including those set forth in Sections 4.2(o), 4.4, 5.1 and 8.14, and to induce Receivables Purchaser to enter into this Agreement in accordance with the terms and conditions hereof, the Company Receivables Seller hereby grants, assigns, conveys, pledges, assigns hypothecates and grants transfers to the Trustee, as security for the due payment and performance of Receivables Purchaser a Lien upon all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, a security interest in and to all of its Receivables Seller's right, title and interestinterest in, to and under the following property, whether now owned by or owing to, or hereafter existing acquired by or acquiredarising in favor of, the Receivables Seller (including under any trade names, styles or derivations of the Receivables Seller), and whether owned by or consigned by or to, or leased from or to, the Receivables Seller, and regardless of where located (all its interest in each Series of Notes’ CM Loan which being hereinafter collectively referred to as follows: the "Receivables Collateral"): (a) the Company’s right to payment under the Underlying CM Loansall Transferred Receivables, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases all Contracts relating thereto and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); Collections thereon; (b) the Deposit Account all books and all money Records (including customer lists, credit files, computer programs, tapes, disks, data processing software and other related property from time to time credited and rights) pertaining to the Deposit Account; foregoing; (c) all moneyrights, cash, instruments, interest, income and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all but none of the foregoing held for the benefit and security duties or obligations of the Holders of Receivables Seller under the Notes; Contribution Agreement, the Subordinated Originator Note, the Subordinated Note, the Parent Note and the Intercompany Note; (d) all present monies, securities and continuing right, power and authority of the Company, other property now or hereafter in the name and on behalf of the Company, as agent and attorney-in-factpossession or custody of, or otherwisein transit to, Receivables Purchaser, for any purpose (including safekeeping, collection or pledge), from or for the Receivables Seller, or as to make claim for which the Receivables Seller may have any right or power, and demand performance onall of Receivables Purchaser's credits and balances with the Receivables Seller existing at any time; and (e) to the extent not otherwise included, under or pursuant to any all proceeds and products of the foregoing held for the benefit and security all accessions to, and substitutions and replacements for, each of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.

Security Interest. SeparatelyBuyer and Seller intend, for each Series of Notesall purposes other than those described in Section 22(e), the Company hereby pledges, assigns and grants that all Transactions hereunder be sales to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit Buyer of the Trustee Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan (except in the case of the grant of security interests by Seller under clause (b) below, which shall be unconditional as of the Closing Date), Master Seller, on behalf of the Holdersitself and with respect to each Series Seller, a security interest in and to hereby pledges all of its right, title title, and interestinterest in, to and under and grants a lien on, and security interest in (which lien and security interest shall be of first priority), all of its right, title, and interest in the following property, whether now owned or hereafter acquired, now existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases hereafter created and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing wherever located (collectively, the “Collateral”). At ) to Buyer to secure the expense payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the Companyother Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder is made to secure Buyer’s interest therein in the event any such Transaction is deemed to be a loan): (a) the Purchased Loans, the Company agrees to executeServicing Agreements, deliver and file such further agreementsServicing Records, instruments and certificates as may be necessary to preserveServicing Rights, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment insurance relating to the Trustee Purchased Loans, and the execution by the Company collection and the filing of financing statements pursuant escrow accounts relating to the UCC. The Company shallPurchased Loans; (b) the Cash Management Account and all monies from time to time on deposit in the Cash Management Account; (c) all “general intangibles”, at its expense, do “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.foregoing; and

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, as As security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit by ▇▇▇▇ of the Trustee on behalf of the HoldersSecured Obligations (as hereinafter defined), ▇▇▇▇ hereby grants a security interest in and to (x) all property of ▇▇▇▇ now or hereafter deposited or held in the Pledged Account as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Account Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month for Recoveries received during the preceding month, and (y) TERI's right to receive all Earnings. The foregoing shall not be deemed to include a grant of a security interest in defaulted Loans. In furtherance thereof and in confirmation of the foregoing, ▇▇▇▇ hereby grants to the Owner (and its assigns) a first priority security interest in and to the following, to the extent they relate to Loans purchased by the Owner: (a) All property of ▇▇▇▇ deposited or held in the Pledged Account, as provided in this Agreement, both tangible and intangible, whether now owned or hereafter acquired by ▇▇▇▇ and wheresoever located, including without limitation: (i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter arising, including, without limitation, all of its the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the "Accounts"); (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the "Intangibles"); (iii) All right, title and interest, whether now interest of ▇▇▇▇ in or hereafter existing to all instruments and documents covering or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect relating to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notesabove described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the execution by "Related Documents"); (iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Company Pledged Account, and all proceeds of an instrument any of assignment to the Trustee foregoing, and the execution by the Company present and the filing of financing statements pursuant continuing right to the UCC. The Company shallmake claim for, at its expensecollect and receive, do any and all further acts such interest, dividends and/or other earnings; and (v) All the proceeds of all of the foregoing; (b) All contract and executeother rights of ▇▇▇▇ to receive payment of Guaranty Fees, acknowledgeother than the ▇▇▇▇ Guarantee Fee Entitlement, deliverfrom the Owner under each of the Guaranty Agreements; TERI's rights to receive subsequent Guarantee Fees from the Owner pursuant to each of the Guaranty Agreements, fileand any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees; (c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and (d) All proceeds of the foregoing. All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as "Collateral." It is expressly understood and agreed that this security interest shall automatically attach to any and all future deposits to, register earnings from, and record proceeds of the Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of any further documents act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, and execute and deliver to the Owner such other documents, as are reasonably necessary in order may be requested from time to protect time by the Trustee’s title Owner to create, evidence, maintain and first priority perfected effect the Owner's security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney Pledged Account and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Noteshereunder.

Security Interest. Separately, for each Series (a) To secure the prompt payment of Notesthe Investments, the Company Loans, the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations and the performance by the Seller of all the terms, covenants and agreements to be performed under this Agreement or any other Transaction Document, the Seller hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the NotesAdministrative Agent, for the benefit of the Trustee on behalf of Purchasers and the Holdersother Secured Parties, a continuing security interest in and to lien upon all property and assets of its right, title and interestthe Seller, whether now or hereafter owned, existing or acquiredarising and wherever located, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan following (collectively, the “Underlying CM Loan DocumentsSeller Collateral”); ): (bi) all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) the Deposit Account Concentration Accounts and all money amounts on deposit therein, and other property all certificates and instruments, if any, from time to time credited evidencing such Concentration Accounts and amounts on deposit therein, (iv) all Collections on deposit on each Collection Account, (v) all rights of the Seller under the Transfer Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Deposit Account; payment of money, insurance claims and proceeds, and all general intangibles (cincluding all payment intangibles) (each as defined in the UCC) and (vii) all moneyproceeds of, cash, instruments, interest, income and other property from time to time received, all amounts received or receivable or otherwise distributed in respect of or in exchange for under any or all of of, the foregoing held for the benefit and security of the Holders of the Notes; foregoing. (db) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held The Administrative Agent (for the benefit of the Holders of the Notes without notice toSecured Parties) shall have, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to all the Notes of a particular SeriesSeller Collateral, and in addition to all the Company grants other rights and remedies available to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held Administrative Agent (for the benefit of the Holders Secured Parties), all the rights and remedies of a secured party under any applicable UCC. (c) Immediately upon the occurrence of the Notes of such seriesFinal Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and each contractthis Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, agreement the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or other document or instrument included therein. The Trustee agrees thatperformance of any act by any party, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any all rights granted to the Trustee Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (d) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that2.10 shall be in addition to, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that construed to limit or modify, the CM relating sale of Sold Assets pursuant to such series. The Trustee shall have no duty Section 2.01(b) or the Seller’s grant of security interest pursuant to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesSection 2.08.

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants (a) Pursuant to the TrusteeCustodial Agreement, Custodian shall hold the Purchased Loan Documents as security for the due payment exclusive bailee and performance of all the Company’s responsibilities under this Indenture for the Notes, agent for the benefit of Buyer pursuant to the Trustee on behalf terms of the Holders, a security interest Custodial Agreement and shall deliver to Buyer Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Purchased Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Purchased Loan Documents as so reviewed. (b) ▇▇▇▇▇ and ▇▇▇▇▇▇ intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title title, and interestinterest in, to and under and grants a first priority lien on, and security interest in, all of the following property, whether now owned or hereafter acquired, now existing or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases hereafter created and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (c) all money, cash, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing wherever located (collectively, the “Collateral”). At ) to Buyer to secure the expense payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the Companyrelated documents described herein (collectively, the Company agrees to execute, deliver “Secured Obligations”): (i) each Purchased Loan and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the NotesServicing Rights related thereto; (ii) all Purchased Loan Documents, including but not limited towithout limitation all promissory notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Purchased Loan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto; 4878-0667-3646v.26 41 (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to all Purchased Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Purchased Loan or the execution by the Company of an instrument of assignment related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do or constituting any and all further acts of the foregoing; (vi) the Buyer’s Account and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order all monies from time to protect the Trustee’s title to and first priority perfected security interest time on deposit in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise Buyer’s Account; (vii) any and all rights “securities accounts”, as defined in the UCC, relating to any of the Company with respect foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 5(f); (viii) all collateral, however defined, under any other agreement between Seller on the one hand and Buyer or any of its Affiliates on the other hand; (ix) all “general intangibles”, “accounts,” “instruments”, “investment property”, “deposit accounts” and “chattel paper” as defined in the UCC relating to the Corresponding CM Loan corresponding to such series of Notes held for the benefit or constituting any and all of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notes.foregoing; and

Security Interest. Separately, for each Series of Notes, the Company hereby pledges, assigns and grants to the Trustee, The Institution acknowledges that this Lease Agreement is intended as security for payment of the principal or Purchase Price of, Sinking Fund Installments on, Redemption Price of, and interest on the Bonds and payment of all amounts due under the Letter of Credit and the Reimbursement Agreement. In addition, to secure payment of all Lease Payments and other sums owing by the Institution hereunder and to secure the payment and performance of all the Company’s responsibilities under this Indenture for the Notesdebts, for the benefit liabilities and obligations of the Trustee on behalf Institution under all of the HoldersBond Documents, the Institution hereby grants a security interest to the Issuer in (i) all of the Institution's right, title and interest in and to all of its right, title and interestthe Equipment, whether now or hereafter existing demised under this Lease Agreement, together with any and all substitutions, additions, attachments, parts, fittings, accessories, special tools, accessions or acquired, all its interest in each Series of Notes’ CM Loan as follows: (a) the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guarantyreplacements, and (6) the proceeds and all general intangibles arising from all of the documentsforegoing, instruments or agreements evidencing or otherwise securing each Underlying CM Loan (collectively, the “Underlying CM Loan Documents”); (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account; (cii) all moneyinsurance, cashnow owned or hereafter acquired, instruments, interest, income 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 held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to insuring any of the foregoing held for Equipment or the benefit Facility against any loss or damage whatsoever, and security all proceeds thereof, (iii) all awards heretofore and hereafter paid or payable to the Institution by reason of a taking or Condemnation of any part of the Holders Facility (including any Equipment) or any right of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit Institution appurtenant thereto by competent authority as a result of the Holders exercise of the Notes without notice to, consent or approval by or joinder power of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Noteseminent domain, including but not limited toto any awards or payments for use and occupation or for change of grade of streets, together with any and all claims of the execution Issuer with respect thereto, and the proceeds thereof, and (iv) all monies and securities from time to time held by the Company Trustee pursuant to and under any of an instrument the Bond Documents, except monies and securities held in the Rebate Fund, and all investments and re- investments of assignment any such monies and securities, and the proceeds thereof. The security interest referred to in this Section shall be assigned by the Issuer to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens LOC Bank pursuant to and permitted by this Indenture. In furtherance subject to the terms and conditions of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the NotesAssignment.

Security Interest. Separately, for each Series of Notes, the (a) Each Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s responsibilities under this Indenture for the Notes, for the benefit of the Trustee on behalf of the Holders, Laurus a security interest (the "Security Interest") in and to all of its the following property now owned or at any time hereafter acquired by it, or in which it now has or at any time in the future may acquire any right, title and interest, or interest (the "Collateral"): all accounts whether now or hereafter existing or acquirednot purchased by Laurus pursuant to this Agreement, all its interest in each Series other personal property and fixtures of Notes’ CM Loan as follows: (a) the such Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory noteincluding, (2) deed of trustwithout limitation, mortgageinventory, security agreementequipment, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loangoods, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments (including, without limitation, promissory notes), contract rights, general intangibles (including, without limitation, payment intangibles and software), chattel paper (whether tangible or agreements evidencing electronic), supporting obligations, investment property, letter of credit rights, trademarks and tradestyles in which such Company now has or otherwise securing each Underlying CM Loan hereafter may acquire any right, title or interest and the proceeds and products thereof (collectivelyincluding without limitation, the “Underlying CM Loan Documents”); (bproceeds of insurance) the Deposit Account and all money additions, accessions and substitutions thereto or therefor, all rights of such Company pursuant to this Agreement, and all contract rights and other property general intangibles related to the Accounts Receivable and associated therewith and the proceeds and products thereof (including without limitation proceeds of insurance) and all additions, accessions and substitutions thereto or therefor. Terms used in the foregoing language of this Section which are defined in the Uniform Commercial Code as enacted and in effect from time to time credited in the State of New York (the "Code") are used as so defined in the Code. (b) This Security Interest shall secure any and all obligations and liabilities of each Company under any and all of the Transaction Documents, whether such liabilities and obligations be direct or indirect, absolute or contingent, secured or unsecured, now existing or hereafter arising or acquired, due or to become due (the Deposit Account; "Obligations"). (c) Each Company will do all money, cash, instruments, interest, income and other property from time lawful acts which Laurus deems necessary or desirable to time received, receivable protect the Security Interest or otherwise distributed in respect to carry out the provisions of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing rightthis Agreement, power and authority of the Companyincluding, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment all documents, instruments and agreements in form satisfactory to the Trustee Laurus and the execution by the Company and will promptly pay on demand any filing fees or other costs in connection with the filing or recordation of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further Uniform Commercial Code financing, continuation, amendment and termination statements and similar instruments. Each Company irrevocably appoints Laurus as its attorney-in-fact during the term of this Agreement, to do all acts which it may be required to do in connection with the creation and executeperfection of its security interest under this Agreement, acknowledgesuch appointment being deemed to be a power coupled with an interest. (d) Each Company warrants that (i) its principal place of business, deliverchief executive office and the place where the records concerning its accounts and contract rights are located at the address set forth herein and (ii) it is duly organized in the State of (1) New Jersey, filein the case of Vertex, register with an organization identification number of 9117766000 (2) New York, in the case of DCS, which is a state in which an organization identification number is not so assigned, (3) Delaware, in the case of RSI, with an organization identification number of 2813888 (4) California, in the case of PDI, with an organization identification number of C1811921. None of the Accounts Receivable is evidenced by a promissory note or other instrument. No Company shall reincorporate itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the date hereof. Each Company will keep its principal place of business and record chief executive office and the office where it keeps its records concerning its accounts and contract rights at the location therefor specified in the previous sentence or, upon 30 days' prior written notice to Laurus, at any further documents as are reasonably necessary other locations in order a jurisdiction where all actions required by this Section 4 shall have been taken with respect to protect the Trustee’s Collateral. Each Company will hold and preserve its records concerning its accounts and contract rights and will permit representatives of Laurus at any time during normal business hours to inspect and make abstracts from such records. (e) Each Company warrants that it has title to the Collateral purportedly owned by it and first priority perfected that there are no sums owed or claims, liens, security interest in interests or other encumbrances (collectively, "Liens") against the Collateral other than Permitted Liens (as hereafter defined). Each Company will notify Laurus of any Liens against the Collateral, subject will defend the Collateral against any Liens adverse to no Laurus, and will not create, incur, assume, or suffer to exist now or at any time throughout the duration of the term of this Agreement, any Liens against the Collateral, whether now owned or charges hereafter acquired, except liens in favor of Laurus and Permitted Liens. The term Permitted Liens means Liens in the Collateral in favor of (a) MidMark Investments, Inc., the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof and (b) Pitney ▇▇▇▇▇, Inc., the lien priorities with respect to which are governed by the terms of an Intercreditor Agreement dated as of the date hereof, as each such agreement may be amended, modified and supplemented from time to time. (f) Each Company authorizes Laurus to file one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Laurus may file a photographic or other reproduction of this Agreement in lieu of a financing or continuation statement in any filing office where it is permissible to do so. (g) Each Company irrevocably appoints Laurus as its attorney-in-fact (which power of attorney is coupled with an interest) and proxy, with full authority in the place and stead of such Company and in its name or otherwise, from time to time in Laurus' discretion, to take any action or execute any instrument which Laurus may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to Laurus pursuant to this Agreement; (ii) to ask, demand, collect, ▇▇▇ for, recover, compound, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant Collateral; (iii) to receive, endorse, and collect any checks, drafts or other instruments, documents, and chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign such Company's name on any invoice or ▇▇▇▇ of lading relating to any account, on drafts against customers, on schedules and assignments of accounts, on notices of assignment, financing statements and other public records, on verification of accounts and on notices to customers (including notices directing customers to make payment directly to Laurus); (v) if a Default has occurred and is continuing if required in the reasonable judgement of Laurus, to notify the postal authorities to change the address for delivery of its mail to an address designated by Laurus, to receive, open (in the presence of an officer of Vertex if reasonably practicable in light of the security then existing circumstances) and process all mail addressed to such Company (and to make reasonable provisions to allow the Company to receive its mail after review by Laurus), to send requests for verification of accounts to customers; and (vi) to file any claims or take any action or institute any proceedings which Laurus may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce the rights of Laurus with respect to any of the Collateral. Each Company ratifies and approves all acts of said attorney; and so long as the attorney acts in good faith and without gross negligence it shall have no liability to any Company for any act or omission as such attorney. (h) if any Company fails to perform any agreement contained herein, Laurus may itself perform, or cause performance of, such agreement or obligation, and the costs and expenses of Laurus incurred in connection therewith shall be jointly and severally payable by the Companies and shall be fully secured hereby. (i) The powers conferred on Laurus hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon Laurus to exercise any such powers. Except for the Notessafe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, upon and during continuance of an Event of Default with respect Laurus shall have no duty as to any Collateral or as to the Notes taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. (j) Anything herein to the contrary notwithstanding, (i) each Company shall remain liable under any contracts and agreements relating to the Collateral, to the extent set forth therein, to perform all of its obligations thereunder, to the same extent as if this Agreement had not been executed; (ii) the exercise by Laurus of any of its rights hereunder shall not release any Company from any of its obligations under the contracts and agreements relating to the Collateral; and (iii) Laurus shall not have any obligation or liability by reason of this Agreement under any contracts and agreements relating to the Collateral, nor shall Laurus be obligated to perform any of the obligations or duties of the any Company thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (k) In recognition of Laurus' right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all liabilities and obligations of the Companies to Laurus under the Transaction Documents, Laurus shall not be required to record any terminations or satisfactions of any of any of Laurus' liens on the Collateral unless and until each Company has executed and delivered to Laurus a general release in a form reasonably satisfactory to Laurus. (l) If any Default shall have occurred and be continuing: (i) Laurus may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a particular Series, secured party on default under the Company grants Code (whether or not the Code applies to the Trustee on behalf affected Collateral), and also may (1) require each Company to, and each Company hereby agrees that it will at its expense and upon request of Laurus forthwith, assemble all or part of the Holders Collateral as directed by Laurus and make it available to Laurus at a place to be designated by Laurus which is reasonably convenient to both parties and (2) without notice except as specified below, sell the fullCollateral or any part thereof in one or more parcels at public or private sale, exclusive at any of Laurus' offices or elsewhere, for cash, on credit or for future delivery, and irrevocable rightupon such other terms as Laurus may deem commercially reasonable. Each Company agrees that, power to the extent notice of sale shall be required by law, at least ten days' notice to Vertex, as agent for the Companies, of the time and authority place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Laurus shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Laurus may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. (ii) Any cash held by Laurus as Collateral and all cash proceeds received by Laurus in respect of any sale of, collection from, or other realization upon all or any part of the Collateral may, in the discretion of Laurus, be held by Laurus as Collateral for, and/or then or any time thereafter be applied in whole or in part by Laurus against, all or any part of the Obligations in such order as Laurus shall elect. Any surplus of such cash or cash proceeds held by Laurus and remaining after payment in full of all the Obligations shall be paid over to the applicable Company or to whomsoever may be lawfully entitled to receive such surplus. (iii) Laurus may exercise any and all rights and remedies of any and all Companies under or in connection with the Collateral, including, without limitation, any and all rights of each Company to demand or otherwise require payment of any amount under, or performance of any provision of, any account, contract or agreement. (iv) All payments received by any and all Companies under or in connection with respect to the Corresponding CM Loan corresponding to such series of Notes held Collateral shall be received in trust for the benefit of the Holders Laurus, shall be segregated from other funds of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise applicable Company and shall be prohibited from exercising such rights against forthwith paid over to Laurus in the same form as so received (with any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesnecessary endorsement).

Security Interest. Separately, for each Series of Notes, (a) (a) To secure the Company hereby pledges, assigns and grants to the Trustee, as security for the due prompt payment and performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, in each case owing by a Seller, such Seller hereby pledges, mortgages, charges and assigns (by way of security) to the Company’s responsibilities under this Indenture for the NotesAdministrative Agent, for the benefit of the Trustee on behalf Purchasers and the other Secured Parties, and grants to the Administrative Agent, for its benefit and the ratable benefit of the HoldersSecured Parties, a continuing security interest in and to in, all of its such Seller’s right, title and interestinterest in, to and under all of the undertaking, property and assets of such Seller, whether now or hereafter owned, existing or acquiredarising and wherever located, all its interest in each Series of Notes’ CM Loan as follows: (a) including the Company’s right to payment under the Underlying CM Loans, (c) the (1) promissory note, (2) deed of trust, mortgage, security agreement, assignment of leases and rents or other similar instrument or agreement securing the obligations of the borrower with respect to the Underlying CM Loan, (3) CM Loan agreement, (4) environmental indemnity, (5) guaranty, and (6) all of the documents, instruments or agreements evidencing or otherwise securing each Underlying CM Loan following (collectively, the “Underlying CM Loan DocumentsSeller Collateral”); ): (bi) the Deposit all Unsold Receivables, (ii) all Related Security with respect to such Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) each Lock-Box Account and all money amounts on deposit in each Lock-Box Account, (v) all rights (but none of the obligations) of such Seller under the applicable Purchase and Sale Agreement, (vi) all other personal and fixture property from time to time credited or assets of such Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, documents of title, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the Deposit Account; payment of money, insurance claims and proceeds, and all general intangibles (cincluding all payment intangibles) and intangibles (each as defined in the UCC or the PPSA, as applicable) and (vii) all moneyproceeds of, cash, instruments, interest, income and other property from time to time received, all amounts received or receivable or otherwise distributed in respect of or in exchange for under any or all of the foregoing held for the benefit and security of the Holders of the Notes; (d) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Notes, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Notes without notice to, consent or approval by or joinder of the Company; and (e) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds of and from all the foregoing (collectivelyof, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Notes, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee and the execution by the Company and the filing of financing statements pursuant to the UCC. The Company shall, at its expense, do any and all further acts and execute, acknowledge, deliver, file, register and record any further documents as are reasonably necessary in order to protect the Trustee’s title to and first priority perfected security interest in the Collateral, subject to no Liens or charges of any type whatsoever except for Liens pursuant to and permitted by this Indenture. In furtherance of the grant of the security interest in the Collateral for the Notes, upon and during continuance of an Event of Default with respect to the Notes of a particular Series, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Corresponding CM Loan corresponding to such series of Notes held for the benefit of the Holders of the Notes of such series, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default with respect to Notes of a particular series, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 3.8 for any Notes of a series not subject to an Event of Default. The Trustee further agrees that, the Trustee shall only exercise power of attorney and the other rights granted to the Trustee pursuant to this Section 3.8 with respect to the CM Loan corresponding to the series of Notes in which an Event of Default occurs and shall not exercise and shall be prohibited from exercising such rights against any CM other that the CM relating to such series. The Trustee shall have no duty to ensure that the CM Loan described herein is properly secured and has no duty to investigate whether the Company has properly vested the rights described in this Indenture to the Trustee and properly pledged to the Trustee the Security hereunder or under the Underlying Notes. In the event that any CM Loan is not properly pledged or assigned to the Trustee and the Trustee the Trustee shall have no liability to the Holders of the Notesforegoing.