Common use of Perfection Representations Clause in Contracts

Perfection Representations. (i) This Agreement creates a valid and continuing security interest in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (ia) This The Borrower Security Agreement creates a and the Equity Owner Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Agreementthe Loan Documents, the Borrower no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to the Borrower Security Agreement and the Equity Owner Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule IV. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule IV, each Loan Party does not have tradenames, fictitious names, assumed names or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing “doing business as” names and remain in full force each Loan Party’s federal employer identification number and effectDelaware organizational identification number is set forth on Schedule IV.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers fromfrom the Borrower (in the case of the Related Security, in only that portion of the Borrower;Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in such Person’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Person and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns Borrowers own and has have good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (Person, other than Permitted Liens);Adverse Claims. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such Person pursuant to the applicable Purchase and Sale Agreements and the grant by such Person of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower such Person has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Person has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Person that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Such Person is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Person. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC or PPSA) in such Person’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which security interest is prior to all other Liens (other than Permitted Liens), Sold Assets and is enforceable against creditors of, and purchasers from, the Borrower;Pledged Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against of the Contract Debtors Administrative Agent (for the benefit of the Secured Parties) in the Financed Vehicles Sold Assets and other property securing Pledged Collateral has been perfected (or solely with respect to the Pledged Contracts;Closing Date and the initial Investments and initial Releases hereunder will be perfected on or prior to the fifth Business Day following the Closing Date). (iii) The Pledged Contracts Receivables included in any calculation of the Capital Coverage Amount (x) if a U.S. Receivable, constitute “accounts” or “general intangibles” or “tangible chattel paper” within the meaning of UCC Section 9-102;102 of the UCC and (y) if a Canadian Receivable, constitutes an “account” within the meaning of the PPSA. (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower The Seller owns and has good and marketable title (or in the case of U.S. Receivables constituting Sold Receivables, owned and had good and marketable title immediately prior to its sale thereof) to the CollateralU.S. Receivables and Related Security free and clear of any Adverse Claim. The Canadian Guarantor owns and has good and marketable equitable title to the Canadian Receivables and all Related Security with respect to the Canadian Receivables, free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments, continuation statements, financing change statements and similar filings have been filed (or, solely with respect to the Closing Date and the initial Investments and initial Releases hereunder, will be filed on or prior to the fifth Business Day following the Closing Date) in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) the sale of the Pool Receivables and Related Security from each Originator to such Person pursuant to the applicable Purchase and Sale Agreement and the Quebec Assignment Agreement and the Administrative Agent’s first priority security interest in the Sold Assets and Pledged Collateral;. (vi) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower such Person has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets and Pledged Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Person has not authorized the filing of and is not aware of any financing statements or similar filings filed against the Borrower such Person that include a description of collateral covering the Sold Assets and Pledged Collateral other than any financing statement (i) in favor of the Program Agent or Administrative Agent, (ii) that has been terminatedterminated or (iii) that has been addressed in a manner consented to in writing by the Administrative Agent and each Group Agent. The Borrower Such Person is not aware of any judgment lien, ERISA lien or tax lien filings against such Person that have not been addressed in a manner consented to in writing by the Borrower;Administrative Agent and each Group Agent. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has The U.S. Servicer is holding all chattel paper evidencing Pool Receivables in its possession all original copies or control as bailee for the Secured Parties and the Seller at the locations identified in Schedule IV, in the Electronic Invoice System or in other electronic document management systems (which may include document storage systems provided by third party vendors used in the ordinary course of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectU.S. Servicer’s business).

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent, which security interest is prior to all other Liens (other than Permitted Liens)Adverse Claims arising under the UCC, and is enforceable as such against creditors ofof the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against Pledged Timeshare Loans and the Contract Debtors in documents evidencing such Pledged Timeshare Loans constitute “accounts”, “chattel paper”, “instruments” or “general intangibles” within the Financed Vehicles and other property securing meaning of the Pledged Contractsapplicable UCC; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens)Adverse Claims; (viv) The Borrower has caused, caused or will have caused caused, within ten (10) days after of the date hereof or any applicable Borrowing Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the CollateralCollateral granted to the Administrative Agent hereunder; (v) All original executed Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans have been delivered to the Custodian and the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vi) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program security interest granted to the Administrative Agent hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured partySecured Party.”; (viii) Notwithstanding None of the Obligor Notes that constitute or evidence the Pledged Timeshare Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other provision of this Agreement or any other Facility Document, than the representations contained in this Section 4.01(f) shall be continuing Borrower and remain in full force and effectthe Administrative Agent.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” (including, without limitation, “accounts” constituting “as-extracted collateral”) or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale of the Receivables and Related Security from each Originator to the Transferor pursuant to the Purchase and Sale Agreement, the sale and contribution of the Receivables and Related Security from the Transferor to the Borrower pursuant to the Sale and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This each of this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement, the Borrower GP Security Agreement creates and other Loan Documents create a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent (or the Collateral Agent, as applicable), which security interest is prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is enforceable as such against creditors ofof each Loan Party party thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to the Administrative Agent hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (viiii) Other other than the security interest granted to the Program Administrative Agent for or the benefit of the Secured Parties Collateral Agent, as applicable, pursuant to this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement, the Borrower GP Security Agreement or any Mortgage Documents, as applicable, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program security interest granted to the Administrative Agent hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (viiiv) Immediately prior to the pledge hereunder, the Borrower no instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed Person other than the Administrative Agent or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”Agent; (viiiv) Notwithstanding the grant of the security interests in the Collateral by each Loan Party to the Administrative Agent and the Collateral Agent, as applicable, for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement, the Borrower GP Security Agreement and any other provision Mortgage Documents, as applicable, is in the ordinary course of this Agreement business for each Loan Party and is not subject to the bulk transfer or any other Facility Documentsimilar statutory provisions in effect in any applicable jurisdiction; (vi) the chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule III. Except as otherwise disclosed to the Administrative Agent in writing, each Loan Party’s legal name is as set forth in this Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule III, each Loan Party does not have tradenames, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule III; and (vii) each of the Borrower Security Agreement, the representations contained Borrower GP Security Agreement and the Equity Owner Security Agreement is within the applicable Loan Party’s organizational powers and has been duly authorized by all necessary organizational actions and, if required, actions by equity holders. Each of the Borrower Security Agreement, the Borrower GP Security Agreement and the Equity Owner Security Agreement has been duly executed and delivered by each applicable Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in this Section 4.01(f) shall be continuing accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and remain subject to general principles of equity, regardless of whether considered in full force and effecta proceeding in equity or at law.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);. (viv) The Borrower has causedAppropriate financing statements, or will financing statement amendments and continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) the sale of the Receivables and Related Security from each Originator to the Borrower pursuant to the Receivables Sale Agreement and the Administrative Agent’s first priority security interest in the Collateral;. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and shall remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor which (A) upon the filing of the Program AgentUCC financing statements referred to in Section 7.01(o)(iv) and the execution of the Account Control Agreement referred to in Section 7.01(p)(iii), which will constitute a perfected security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, of and purchasers fromfrom the Borrower and (B) will be free of all Adverse Claims in such Collateral, the Borrower;except for Permitted Liens. (ii) The Borrower has taken all steps necessary Except as otherwise notified to perfect its security interest against the Contract Debtors Administrative Agent in writing, the Financed Vehicles and other property securing the Pledged Contracts;Scooters are not subject to any certificate of title act or similar law, statute, or regulation. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Liens permitted to exist under this Agreement. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been delivered to the Administrative Agent to be filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Scooters to the Borrower pursuant to the Contribution Agreements and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and and, except as otherwise notified to the Administrative Agent in writing, is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Borrower that are not permitted by this Agreement and the other Transaction Documents. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) the sale of the Receivables and Related Security from each Originator to the Borrower pursuant to the Receivables Purchase Agreement and the Administrative Agent’s first priority security interest in the Collateral;. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or Administrative Agent, (ii) that has been terminatedterminated or (iii) which, in respect of any Collateral covered under such financing statement or other lien filing, such Collateral has been or will be, upon the sale or contribution of such Collateral pursuant to the Transaction Documents, released under the governing documents establishing the lien or security interest described by such financing statement or other lien filing. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(q) shall be continuing and shall remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 5642305.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Supporting Assets which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in any Supporting Assets. (ii) The Borrower has taken all steps necessary to perfect its security interest against Pool Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Supporting Assets free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Transfer Agreement and the Seller’s first priority sale and grant of a security interest in the Collateral;Supporting Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Supporting Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Collateral any Supporting Assets other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor substantially all of the Program Agent, Sold Assets and Seller Collateral which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts;[Reserved]. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Sold Assets and Seller Collateral hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. After giving effect to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in the Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Security from each Originator to the Seller pursuant to the Sale Agreement and the Seller’s first priority sale of, and grant of a security interest in in, the Collateral;Sold Assets and Seller Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets or Seller Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(s) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program AgentLender, which security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent Lender hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program AgentLender’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent Lender for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent Lender or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent Lender in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (ia) This The Borrower Security Agreement creates a and the Equity Owner Security Agreement and the Borrower TRS Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof the relevant Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has causedAll appropriate financing statements have been, or will have caused within ten (10) days after simultaneously with the date hereof or any applicable Borrowing Dateexecution of this Agreement be, the filing of all appropriate financing statements filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Agreementthe Loan Documents, the Borrower no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and or is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to the Borrower Security Agreement and the Equity Owner Security Agreement and the Borrower TRS Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule IV. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule IV, each Loan Party does not have tradenames, fictitious names, assumed names or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing “doing business as” names and remain in full force each Loan Party’s federal employer identification number and effectDelaware organizational identification number is set forth on Schedule IV.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Person and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its Intercreditor Agreement creates a valid and continuing security interest against the Contract Debtors (as defined in the Financed Vehicles applicable UCC) in the Originators’ right, title and other property securing interest in, to and under the Pledged Contracts;Collection Accounts which (A) security interest has been perfected and is enforceable against creditors of and purchasers from such Person and (B) will be free of all Adverse Claims in the Collection Accounts. (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the The Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law and all other requirements under the appropriate jurisdictions under Applicable Law have been complied with in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement; provided, however, that unless requested by the Administrative Agent, subject to the receipt of any consent required by the CPUC, following the occurrence of an Event of Default or a Termination Event, no filings under the Federal Assignment of Claims Act (or any other similar Applicable Law) with respect to Government Receivables shall be required to be made. (vi) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Person and (B) will be free of all Adverse Claims (other than a Permitted Adverse Claim) in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than a Permitted Liens);Adverse Claim) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law and all other requirements under the appropriate jurisdictions under Applicable Law have been complied with in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(s) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Sale and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Support Assets which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Person and (B) is free of all Adverse Claims in such Support Assets. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Support Assets free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law and all other requirements under the appropriate jurisdictions under Applicable Law have been complied with in order to perfect (and continue the Program Agent’s first priority perfection of) (A) the sale of the Receivables and Related Security from each Originator to the Transferor pursuant to the Purchase and Sale Agreement, (B) the sale and contribution of the Receivables and Related Security from the Transferor to the Seller pursuant to the Sale and Contribution Agreement and (C) the grant by the Seller of a security interest in the Collateral;Support Assets to the Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Support Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectSeller.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims (other than a Permitted Lien) in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Pool Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than a Permitted Liens);Lien) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables (solely to the extent perfection may be achieved by filing a financing statement under the UCC) and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Collateral. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAppropriate financing statements, or will financing statement amendments and continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Sale and Contribution Agreement and the Administrative Agent’s first priority security interest in the Collateral;. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in each Originator’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Receivables and Related Rights which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Originator and (B) is free of all Adverse Claims. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior Prior to the grant by the Borrower of a security interest their sale or contribution to the Program Agent hereunderBuyer pursuant to this Agreement, the Borrower owns such Originator owned and has had good and marketable title to the Collateral, Receivables and Related Rights free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority security interest in perfection of) the Collateral;sale and contribution of the Receivables and Related Rights from such Originator to the Buyer pursuant to this Agreement. (vie) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold, contributed or otherwise conveyed hereunder), or otherwise conveyed any of the Collateral, Receivables or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator that is not released simultaneously or prior to its transfer hereunder. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Person and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than Permitted Liens);Adverse Claims) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 5557660.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agentwhich, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral other than Permitted Liens. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAll appropriate UCC financing statements, or will UCC financing statement amendments, and UCC continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement, in each case. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” (including, without limitation, “accounts” constituting “as-extracted collateral”) or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement, the sale and transfer of Receivables from the Sub-Originator to Consol pursuant to the Sub-Originator Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement creates a and the Equity Owner Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has causedAll appropriate financing statements have been, or will have caused within ten (10) days after simultaneously with the date hereof or any applicable Borrowing Dateexecution of this Agreement be, the filing of all appropriate financing statements filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Agreementthe Loan Documents, the Borrower no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to the Borrower Security Agreement and the Equity Owner Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule IV. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule IV, each Loan Party does not have tradenames, fictitious names, assumed names or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing “doing business as” names and remain in full force each Loan Party’s federal employer identification number and effectDelaware organizational identification number is set forth on Schedule IV.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral that is of a type of property in favor which a security interest can be created pursuant to Article 9 of the Program Agent, which UCC of the State of New York. Such valid and continuing security interest is prior to all other Liens (other than Permitted Liens)A) will be perfected upon the filing of an appropriately completed financing statement naming the Borrower as debtor and listing the Collateral as the collateral covered thereby and, and upon such perfection, is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower under Applicable Law and (B) will be free of all Adverse Claims in such Collateral other than Permitted Adverse Claims. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables are “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Adverse Claims. (viv) The Borrower has causedAll appropriate financing statements, financing statement amendments and continuation statements have been filed or will have caused be filed (within ten (10) days after the date hereof or any applicable Borrowing Closing Date, the filing of all appropriate financing statements ) in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) the sale of the Receivables and Related Security from each Originator to the Borrower pursuant to the Receivables Purchase Agreement and the Administrative Agent’s first priority security interest in the Collateral;. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(q) shall be continuing and shall remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This the Borrower Security Agreement, the Equity Owner Security Agreement creates and other Loan Documents create (or, with respect to any Mortgage, shall create on the date executed and delivered) a valid and continuing (A) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, upon the filing of any Uniform Commercial Code financing statements required to be filed in connection therewith, (B) in the Borrower’s rightcase of any pledged Equity Interests in certificated form, title upon the delivery to the Administrative Agent of appropriate instruments and interest incertificates, in each case properly endorsed for transfer to the Administrative Agent or in blank, (C) [reserved], (D) in the case of each Eligible Account, each Property Account and under each Operating Account, upon the execution of the Securities Account Control Agreement, each Property Account Control Agreement and each Operating Account Control Agreement, as applicable, and (E) in the case of all Mortgages, upon the proper recording in the appropriate jurisdictions, perfected continuing Liens on, and, as applicable, perfected collateral assignments of, such Collateral in favor of the Program Administrative Agent (or the Collateral Agent), which security interest is Liens, in each case, are prior to all other Liens (other than except, in the case of Permitted Liens), to the extent any such Permitted Lien would have priority over the Liens in favor of the Administrative Agent (or the Collateral Agent) pursuant to applicable law, and is enforceable as such against creditors ofof each Loan Party thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements have been, or will in connection with the closing of the initial Loan be (assuming proper filing by the Administrative Agent), filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Administrative Agent for hereunder in the benefit of Collateral that may be perfected by filing a financing statement; (iii) other than the Secured Parties Liens granted to the Administrative Agent (or the Collateral Agent, as applicable) pursuant to this Agreement, the Borrower Security Agreement, the Mortgages, the Equity Owner Security Agreement or the other Collateral Documents, as applicable, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documents. The Borrower terms hereof or except to the extent that the same will no longer be effective as of the closing of the initial Loan; (iv) no Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering any portion of the Collateral other than any financing statement (i) in favor relating to the security interest granted to the Administrative Agent hereunder or under the Collateral Documents or that has been, or will as of the Program Agent or (ii) that has been closing of the initial Loan be terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (viiv) Immediately prior to the pledge hereunder, the Borrower no instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or Person other than the Administrative Agent; (vi) the grant of the security interests in the Collateral by each Loan Party to be filed against the Administrative Agent and the Collateral Agent, as applicable, for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Security Agreement, the Mortgages, the Equity Owner Security Agreement or the other Loan Documents, as applicable, is in favor the ordinary course of business for such Loan Party and is not subject to the Program bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (vii) the chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule III or at the location notified to the Administrative Agent pursuant to Section 5.01(m); except as otherwise disclosed to the Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement and each Loan Party has not changed its name since its formation; except as otherwise listed on Schedule III, no Loan Party has tradenames, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule III; and (viii) Notwithstanding any the Borrowers have paid all state, county and municipal recording and other provision similar taxes imposed upon the execution and recordation of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing Mortgages that are due and remain in full force and effectowing.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the applicable Transfer Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement and the UK Security Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the UK Security Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 6667611.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral other than a Permitted Lien. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than a Permitted Liens);Lien. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest in the BorrowerOriginator’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Receivables and Related Rights which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Originator and (B) will be free of all Adverse Claims. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior Prior to the grant by the Borrower of a security interest their sale or contribution to the Program Agent hereunderBuyer pursuant to this Agreement, the Borrower owns such Originator owned and has had good and marketable title to the Collateral, Receivables and Related Rights free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens);Adverse Claim. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority security interest in perfection of) the Collateral;sale and contribution of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. (vie) Other than the ownership or security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date), or otherwise conveyed any of the Collateral, Receivables or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations and warranties contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been or will be on the date hereof perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens);Adverse Claim. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Sale and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers fromfrom the Borrower (in the case of the Related Security, in only that portion of the Borrower;Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Sold Assets and Seller Collateral in favor of the Program Agent, which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Sold Assets and Seller Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (iviii) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Sold Assets and Seller Collateral hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than Permitted Liens);Adverse Claims) of any Person. After giving effect to the sale of, and grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in the Sold Assets and Seller Collateral free and clear of any Adverse Claim (other than Permitted Adverse Claims) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments, financing change statements and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Sale Agreement and the Seller’s first priority sale of, and grant of a security interest in in, the Collateral;Sold Assets and Seller Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Sold Assets or Seller Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(r) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers fromfrom the Borrower (in the case of the Related Security, in only that portion of the Borrower;Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale or contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Collateral. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(w) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 5726330.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have trade names, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 5685335.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers fromfrom the Borrower (in the case of the Related Security, in only that portion of the Borrower;Related Security in which a security interest may be perfected by the filing of a financing statement under the UCC) and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale or contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Collateral. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(w) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Sub-Originator’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Receivables and Related Rights which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Sub-Originator and (B) will be free of all Adverse Claims. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” including, without limitation, “accounts” constituting “as-extracted collateral” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior Prior to the grant by the Borrower of a security interest their sale to the Program Agent hereunderBuyer pursuant to this Agreement, the Borrower owns Sub-Originator owned and has had good and marketable title to the Collateral, Receivables and Related Rights free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority security interest perfection of) the sale of the Receivables and Related Rights from the Sub-Originator to the Buyer pursuant to this Agreement. Each such financing statement, if filed with respect to such Receivable as an as-extracted collateral filing, includes a complete and correct description of the real property in all material respects related to such Receivable as extracted collateral, as contemplated by the Collateral;UCC, and names a record owner of the real property. (vie) Other than the ownership or security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower Sub-Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Receivables or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Sub-Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower Sub-Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Sub-Originator is not aware of any judgment lien, ERISA lien , pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against the Borrower;Sub-Originator. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Sold Assets and Seller Collateral in favor of the Program Agent, which (A) ownership or security interest is prior has been perfected to all other Liens (other than Permitted Liens), the extent perfection may be achieved by filing a financing statement under the UCC and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral (other than Permitted Adverse Claims). (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (iviii) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest in, the Sold Assets and Seller Collateral to the Program Administrative Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted LiensAdverse Claims);. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agentperfection of) (to the extent perfection may be achieved by filing a financing statement under the UCC) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Purchase and Sale Agreement and the Seller’s first priority sale of, and grant of a security interest in the Collateral;Sold Assets and Seller Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets or Seller Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(n) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower GP Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to Borrower Security Agreement, the Equity Owner Security Agreement and the Borrower GP Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule VII. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule VII, each Loan Party does not have tradenames, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule VII. (viiig) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower is a limited partnership, and the representations contained jurisdiction in this Section 4.01(f) shall be continuing which Borrower is organized is Delaware. Borrower’s Tax I.D. number is ▇▇-▇▇▇▇▇▇▇ and remain in full force and effectBorrower’s Delaware Organizational I.D. number is 5557660.

Perfection Representations. (ia) This The Borrower Security Agreement creates a and the Equity Owner Security Agreement and the Borrower TRS Security Agreement create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has causedAll appropriate financing statements have been, or will have caused within ten (10) days after simultaneously with the date hereof or any applicable Borrowing Dateexecution of this Agreement be, the filing of all appropriate financing statements filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to Lender hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to this Agreementthe Loan Documents, the Borrower no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor Person other than Lender. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in the Collateral by each Loan Party to Lender, pursuant to the Borrower Security Agreement and the Equity Owner Security Agreement and the Borrower TRS Security Agreement is in the ordinary course of business for each Loan Party and is not subject to the bulk transfer or any collateral described similar statutory provisions in effect in any applicable jurisdiction. (f) The chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule IV. Except as otherwise disclosed to Lender in writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement Agreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule IV, each Loan Party does not have tradenames, fictitious names, assumed names or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing “doing business as” names and remain in full force each Loan Party’s federal employer identification number and effectDelaware organizational identification number is set forth on Schedule IV.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program AgentSupport Assets which, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Support Assets free and clear of any Lien, claim or encumbrance of any Person (Adverse Claim other than Permitted Liens);Adverse Claims. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Purchase and Sale Agreement and the grant by the Seller of a security interest in the Collateral;Support Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Support Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectSeller.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in such Seller’s right, title and interest in, to and under the Collateral in favor of the Program AgentSupport Assets which, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Seller and (B) will be free of all Adverse Claims in such Support Assets other than Permitted Adverse Claims. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower applicable Seller owns and has good and marketable title to the Collateral, Support Assets free and clear of any Lien, claim or encumbrance of any Person (Adverse Claim other than Permitted Liens);Adverse Claims. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments, continuation statements and other applicable lien filings have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each applicable Originator to such Seller pursuant to the applicable Purchase and Sale Agreement and the grant by such Seller of a security interest in the Collateral;Support Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower such Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Support Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Seller has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower such Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Such Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectsuch Seller.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Supporting Assets which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Supporting Assets other than Permitted Adverse Claims; provided no security interest shall be required to be perfected against any Collection Account. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (iviii) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Sold Assets hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Supporting Assets free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Adverse Claims. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Transfer Agreement and the Seller’s first priority sale and grant of a security interest in the Collateral;Supporting Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Supporting Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Collateral any Supporting Assets other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectSeller.

Perfection Representations. (i) This each of this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement creates and other Loan Documents create a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent (or the Collateral Agent, as applicable), which security interest is prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is enforceable as such against creditors ofof each Loan Party party thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest granted to the Administrative Agent hereunder in the CollateralCollateral that may be perfected by filing a financing statement; (viiii) Other other than the security interest granted to the Program Administrative Agent for or the benefit of the Secured Parties Collateral Agent, as applicable, pursuant to this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement or any Mortgage Documents, as applicable, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program security interest granted to the Administrative Agent hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (viiiv) Immediately prior to the pledge hereunder, the Borrower no instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed Person other than the Administrative Agent or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”Agent; (viiiv) Notwithstanding the grant of the security interests in the Collateral by each Loan Party to the Administrative Agent and the Collateral Agent, as applicable, for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Security Agreement, the Equity Owner Security Agreement and any other provision Mortgage Documents, as applicable, is in the ordinary course of this Agreement business for each Loan Party and is not subject to the bulk transfer or any other Facility Documentsimilar statutory provisions in effect in any applicable jurisdiction; (vi) the chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule III. Except as otherwise disclosed to the Administrative Agent in writing, the representations contained each Loan Party’s legal name is as set forth in this Section 4.01(fAgreement, each Loan Party has not changed its name since its formation. Except as otherwise listed on Schedule III, each Loan Party does not have tradenames, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule III; and (vii) shall be continuing each of the Borrower Security Agreement and remain the Equity Owner Security Agreement is within the applicable Loan Party’s organizational powers and has been duly authorized by all necessary organizational actions and, if required, actions by equity holders. Each of the Borrower Security Agreement and the Equity Owner Security Agreement has been duly executed and delivered by each applicable Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in full force accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and effectsubject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agentwhich, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAll appropriate UCC financing statements, or will UCC financing statement amendments, and UCC continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each JV Originator to the Initial Servicer pursuant to the JV Purchase and Sale Agreement (if applicable), the sale and contribution of the Receivables and Related Security from the Originators to the Borrower pursuant to the Initial Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Collateral Agent pursuant to this Agreement, in each case. (viv) Other than the security interest granted to the Program Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower that include includes a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or Collateral Agent, (ii) that has been terminatedterminated or (iii) which, in respect of any Collateral covered under such financing statement or other lien filing, such Collateral has been or will be, upon the sale and contribution of such Collateral pursuant to the Transaction Documents, released under the governing documents establishing lien or security interest described by such financing statement or other lien filing. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “accounts” or “general intangibles” or “tangible chattel paper” within the meaning of UCC Section 9-102;102 of the UCC. (iviii) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the The Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than Permitted Liens);Adverse Claims) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (viivi) Immediately prior All chattel paper evidencing Pool Receivables is being held by the Servicer as bailee for the Secured Parties and the Borrower at the locations identified in Schedule V or has been delivered to the pledge hereunderAdministrative Agent or the Administrative Agent’s designee. No such chattel paper is in the possession of any Person other than the Servicer, the Borrower Administrative Agent or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor DocumentsAdministrative Agent’s designee. None of the Contracts or related Contract Debtor Documents has No chattel paper evidencing Pool Receivables have any marks or notations indicating that they have it has been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against Person other than an Originator, the Borrower in favor of or the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effectAdministrative Agent.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) is and will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9‑102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale (or, in the case of Davey Tree, contribution) of the Receivables and Related Security from each Originator to the Borrower pursuant to the Receivables Purchase Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agentwhich, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAll appropriate UCC financing statements, or will UCC financing statement amendments, UCC continuation statements, patent assignment agreements, patent security agreements, copyright assignment agreements, and copyright security agreements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the assets sold and contributed from each Originator to the Pledgor pursuant to each First Tier Purchase and Sale Agreement, the sale and contribution of the assets sold from the Pledgor to the Borrower pursuant to each Second Tier Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement, in each case. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (ia) This Agreement creates a valid and continuing security interest in the BorrowerOriginator’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Receivables and Related Rights which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrowerfrom such Originator and (B) will be free of all Adverse Claims; (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102102 of the UCC; (ivc) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to the Program Agent hereunderin, the Borrower owns Receivables and has Related Rights pursuant to this Agreement, such Originator owned and had good and marketable title to the Collateral, such Receivables and Related Rights free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens)Adverse Claim; (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority security interest in perfection of) the Collateralsale of the Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement; (vie) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower such Originator has not pledged, assigned, sold, granted a security interest inin (other than those released on the Closing Date or any other date on which a Receivable is sold or otherwise conveyed hereunder), or otherwise conveyed any of the Collateral, Receivables or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator that is not released simultaneously or prior to its transfer hereunder; and (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date; provided, however, that such Originator does not make any representation as to whether any sale, pledge or other assignment of any Foreign Receivable has been perfected solely as against the related Obligor solely pursuant to the laws of jurisdictions other than the United States of America (or any State or municipality in the United States of America).

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in each Originator’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Receivables and Related Rights transferred hereunder which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from each Originator and (B) will be free of all Adverse Claims in such Receivables and Related Rights. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables transferred hereunder constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Receivables and Related Rights transferred hereunder, the Borrower owns each Originator owned and has had good and marketable title to the Collateral, such Receivables and Related Rights free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale of and/or grant of a security interest in the Collateral;Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. (vie) Other than the ownership or security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower no Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Receivables or Related Rights transferred hereunder except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Each such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables or Related Rights transferred hereunder other than any financing statement (i) in favor of the Program Agent or Administrative Agent, (ii) that has been terminatedterminated or amended to reflect the release of any security interest in such Receivables and Related Rights or (iii) which, in respect of any Receivables or Related Rights covered under such financing statement or other lien filing, such Receivables or Related Rights have been or will be, upon the sale of such Receivables or Related Rights pursuant to this Agreement or the Transaction Documents, released under the governing documents establishing the lien or security interest described by such financing statement or other lien filing. The Borrower No Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement Guarantee creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Guarantor’s right, title and interest in, to and under the Guarantor Collateral which (A) security interest has been perfected and is enforceable against the Guarantor and (B) will be free of all Adverse Claims in favor such Guarantor Collateral, except for and, upon filing of the Program AgentUCC-1 financing statements referenced in Section 8(b), which such security interest is (A) will be perfected in the Guarantor Collateral to the extent such Guarantor Collateral can be perfected by the filing of a UCC-1 financing statement, (B) will be prior to all Liens of creditors of the Guarantor or any other Person, other than Permitted Liens and (C) will be free of all Liens in such Guarantor Collateral, other than Permitted Liens), and is enforceable against creditors of, and purchasers from, the Borrower;. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Guarantor owns and has good and marketable title to the Collateral, Guarantor Collateral free and clear of any Lien, claim or encumbrance Lien of any Person (other than Permitted Liens);Liens permitted to exist under the Note Purchase Agreement. (viii) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements in have been delivered to the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the grant by the Guarantor of a security interest in the Collateral;Guarantor Collateral to the Collateral Agent pursuant to this Guarantee. (viiv) Other than the security interest granted to the Program Collateral Agent for the benefit of the Secured Parties pursuant to this AgreementGuarantee, the Borrower Guarantor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Guarantor Collateral except as permitted by this Agreement and the other Facility Note Documents. The Borrower Guarantor has not authorized the filing of and and, except as otherwise notified to the Collateral Agent in writing, is not aware of any financing statements filed against the Borrower Guarantor that include a description of collateral covering the Guarantor Collateral other than any financing statement (i) in favor of the Program Agent Collateral Agent, (ii) evidencing a Permitted Lien, or (iiiii) that has been terminated. The Borrower Guarantor is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Guarantor that are not permitted by this Guarantee and the other Note Documents. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiiv) Notwithstanding any other provision of this Agreement Guarantee or any other Facility Note Document, the representations contained in this Section 4.01(f9(f) shall be continuing and remain in full force and effecteffect until payment or conversion in full of the Obligations (other than inchoate indemnity obligations).

Perfection Representations. (ia) This Agreement creates a valid and continuing security interest (which, as defined in the Borrowerapplicable UCC, includes (among other things) both (1) an interest in personal property which secures payment or performance of an obligation and (2) an ownership interest of a buyer of an account or payment intangible) in such Originator’s right, title and interest in, to and under the Collateral in favor of the Program AgentReceivables and Related Rights originated by such Originator, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, the Borrower;from such Originator and (B) will be free of all Adverse Claims. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables originated by such Originator constitute “tangible chattel paperaccounts” or “payment intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Such Originator owns and has good and marketable title to the Collateral, Receivables and Related Rights being sold or contributed or purportedly sold or contributed by it hereunder free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority security interest in perfection of) the Collateral;sale or assignment and contribution of such Receivables and Related Rights from each Originator to the Buyer pursuant to this Agreement. (vie) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower such Originator has not pledged, assigned, sold, contributed, granted a security interest in, or otherwise conveyed any of the Collateral, Receivables originated by such Originator or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables originated by such Originator and Related Rights other than any financing statement (i) in favor of the Program Agent Buyer or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor which (A) upon the filing of the Program AgentUCC financing statements referred to in Section 7.01(o)(iv) and the execution of the Account Control Agreement referred to in Section 7.01(p)(iii), which will constitute a perfected security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, of and purchasers fromfrom the Borrower and (B) will be free of all Adverse Claims in such Collateral, the Borrower;except for Permitted Liens. (ii) The Borrower has taken all steps necessary Except as otherwise notified to perfect its security interest against the Contract Debtors Administrative Agent in writing, the Financed Vehicles and other property securing the Pledged Contracts;Scooters are not subject to any certificate of title act or similar law, statute, or regulation. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Liens permitted to exist under this Agreement. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been delivered to the Administrative Agent to be filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Scooters to the Borrower pursuant to the Contribution Agreements and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and and, except as otherwise notified to the Administrative Agent in writing, is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;any (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent, which security interest is prior to all other Liens Adverse Claims (other than except for Permitted Liens)) arising under the UCC, and is enforceable as such against creditors ofof the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against Pledged Timeshare Loans and the Contract Debtors in documents evidencing such Pledged Timeshare Loans constitute “accounts”, “chattel paper”, “electronic chattel paper”, “instruments” or “general intangibles” within the Financed Vehicles and other property securing meaning of the Pledged Contractsapplicable UCC; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any LienAdverse Claims, claim or encumbrance of any Person (other than except for Permitted Liens); (viv) The Borrower has caused, caused or will have caused caused, within ten (10) days after of the date hereof or any applicable Borrowing Restatement Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the CollateralCollateral granted to the Administrative Agent hereunder; (v) All Tangible Loan Documents, including Tangible Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are in the possession of the Custodian and the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Tangible Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vi) All Electronic Loan Documents, including Electronic Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are under (i) the “control” (within the meaning of Section 9-105 of the UCC or Section 16 of UETA, as applicable) of the Administrative Agent if such Electronic Loan Document constitutes Electronic Chattel Paper or a “transferrable record” (within the meaning of UETA) or (ii) otherwise, the dominion of the Custodian as custodial agent for the Administrative Agent and, in each case, the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Electronic Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vii) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower (x) has not authorized the filing of any financing statements against the Borrower that include a description of the Collateral and (y) is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral (other than any financing statement (i) in favor of for which the Program Agent or Borrower has not provided authorization to file, (ii) that the Borrower has initiated the process to terminate promptly upon becoming aware of the existence thereof and (iii) which has no adverse effect on the first priority perfected security interest of the Administrative Agent in the Collateral), other than in the case of clauses (x) and (y), any financing statement relating to the security interest granted to the Administrative Agent hereunder or that has been terminated. The Borrower is not aware of any judgment lien terminated or tax lien filings against the Borrower;amended to release such Collateral. (viiviii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured partySecured Party.”; (viiiix) Notwithstanding None of the Obligor Notes that constitute or evidence the Pledged Timeshare Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other provision than the Borrower and the Administrative Agent. (x) Each Electronic Loan Document evidencing a Pledged Timeshare Loan was created and is and will at all times remain stored and assigned in such a manner that: (1) there exists a single Authoritative Copy of this Agreement such Electronic Loan Document which is unique, identifiable and, except as otherwise provided in subparagraphs (4), (5) and (6) below, unalterable; (2) the Authoritative Copy identifies the Administrative Agent as the secured party of such Electronic Loan Document and is held in the Warehouse Vault Partition; (3) the Authoritative Copy is communicated to and maintained by the Custodian, as the designated custodian of the Administrative Agent; (4) copies or revisions that add or change an identified assignee of the Authoritative Copy can be made only with the participation of the Custodian, as the designated custodian of the Administrative Agent; (5) each copy of the Authoritative Copy and any other Facility Document, copy of a copy is readily identifiable as a copy that is not the representations contained in this Section 4.01(fAuthoritative Copy; and (6) shall be continuing and remain in full force and effectany revision of the Authoritative Copy is readily identifiable as an authorized or unauthorized revision.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Issuer’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Issuer and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts”, “general intangibles”, “chattel paper” or “instruments” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Issuer owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program perfection of) (A) the sale of the Receivables and Related Security from (I) if applicable, each Sub-Originator to Mallinckrodt pursuant to the applicable Sale Agreement and (II) each Originator to the Issuer pursuant to the Purchase and Sale Agreement and (B) the Administrative Agent’s first priority security interest in the Collateral;. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Issuer has not authorized the filing of and is not aware of any financing statements filed against the Borrower Issuer that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Issuer is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Issuer. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(q) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” (including, without limitation, “accounts” constituting “as-extracted collateral”) or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Sold Assets and Seller Collateral in favor of the Program Agent, which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral other than Permitted Liens. (ii) The Borrower has taken all steps necessary Prior to perfect its the sale of, or grant of security interest against in, the Contract Debtors in the Financed Vehicles Sold Assets and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent Seller Collateral hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);. After giving effect to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in the Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person other than Permitted Liens. (viii) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agentperfection of) the Seller’s first priority sale of, and/or grant of a security interest in in, the Collateral;Sold Assets and Seller Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viiv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets or Seller Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiiv) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims (other than Permitted Adverse Claims) in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person Adverse Claim (other than a Permitted Liens);Adverse Claim) of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor which (A) upon the filing of the Program AgentUCC financing statements referred to in Section 7.01(o)(iv) and the execution of the Account Control Agreement referred to in 36 US-DOCS\137537506.9 Section 7.01(p)(iii), which will constitute a perfected security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, of and purchasers fromfrom the Borrower and (B) will be free of all Adverse Claims in such Collateral, the Borrower;except for Permitted Liens. (ii) The Borrower has taken all steps necessary Except as otherwise notified to perfect its security interest against the Contract Debtors Administrative Agent in writing, the Financed Vehicles and other property securing the Pledged Contracts;Scooters are not subject to any certificate of title act or similar law, statute, or regulation. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Liens (including Permitted Liens);) permitted to exist under this Agreement. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been delivered to the Administrative Agent to be filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Scooters to the Borrower pursuant to the Contribution Agreements and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and and, except as otherwise notified to the Administrative Agent in writing, is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent and the Note Collateral Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Borrower that are not permitted by this Agreement and the other Transaction Documents. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program AgentLender, which security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” or “electronic chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent Lender hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program AgentLender’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent Lender for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent Lender or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent Lender in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. The representations, warranties and covenants set forth in Schedule 1 attached hereto shall be a part of this Series Supplement for all purposes. EXHIBIT A-1 UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (iAND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. [__] $[_] (NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.) This Agreement creates certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of a valid Fractional Undivided Interest in Sears Credit Account Master Trust II (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open-end retail charge plans for specified Persons (the "Accounts") originated by ▇▇▇▇▇, ▇▇▇▇▇▇▇ and continuing security interest Co., a New York corporation ("Sears") or its affiliates, and transferred to SRFG, Inc., a Delaware corporation ("SRFG"), all monies due or to become due with respect thereto, all Participation Interests, if any, all benefits under any Credit Enhancement with respect to any series of investor certificates issued from time to time, to the extent applicable, all proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in the Borrower’s rightState of New York) of such Receivables, title and interest inInsurance Proceeds, if any, relating thereto, pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by and among Sears as Servicer, SRFG as Seller and The Bank of New York, as successor to Bank One, National Association (formerly The First National Bank of Chicago), as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Collateral in favor of the Program Agent, which security interest is prior to all other Liens (other than Permitted Liens), Pooling and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Servicing Agreement or any other Facility Documentamendment thereto, or the representations contained in this Section 4.01(f) Series Supplement, dated as of September 12, 2002 (the "Series Supplement"), by and among the Trustee, Sears and SRFG or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall be continuing have been signed by or on behalf of the Trustee under the Pooling and remain in full force and effectServicing Agreement.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agentwhich, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAll appropriate UCC financing statements, or will UCC financing statement amendments, and UCC continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Pledgor pursuant to the First Tier Purchase and Sale Agreement, the sale and contribution of the Receivables and Related Security from the Pledgor to the Borrower pursuant to the Second Tier Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement, in each case. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” (including “accounts” constituting “as-extracted collateral”) or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement, the sale and transfer of Receivables from each Sub-Originator to Originator pursuant to the Sub-Originator Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date; provided, that any non-filing of Local-Level Financing Statements with respect to any Exception Mines shall not be a violation of this clause.

Perfection Representations. (i) This Agreement EMEA Guaranty creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the EMEA Guarantor’s right, title and interest in, to and under the EMEA Guarantor Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), and is enforceable against creditors of, and purchasers from, the Borrower;is (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower EMEA Guarantor owns and has good and marketable title to the Collateral, EMEA Guarantor Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Liens permitted to exist under the Credit Agreement. (viii) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been prepared by the Administrative Agent to be filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the grant by the EMEA Guarantor of a security interest in the Collateral;EMEA Guarantor Collateral to the Administrative Agent pursuant to this Agreement. (viiv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this AgreementEMEA Guaranty, the Borrower EMEA Guarantor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, EMEA Guarantor Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower EMEA Guarantor has not authorized the filing of and and, except as otherwise notified to the Administrative Agent in writing, is not aware of any financing statements filed against the Borrower EMEA Guarantor that include a description of collateral covering the EMEA Guarantor Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower EMEA Guarantor is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;EMEA Guarantor that are not permitted by this Agreement and the other Transaction Documents. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiiv) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7(f) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent, which security interest is prior to all other Liens Adverse Claims (other than except for Permitted Liens)) arising under the UCC, and is enforceable as such against creditors ofof the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against Pledged Timeshare Loans and the Contract Debtors in documents evidencing such Pledged Timeshare Loans constitute “accounts”, “chattel paper”, “electronic chattel paper”, “instruments” or “general intangibles” within the Financed Vehicles and other property securing meaning of the Pledged Contractsapplicable UCC; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any LienAdverse Claims, claim or encumbrance of any Person (other than except for Permitted Liens); (viv) The Borrower has caused, caused or will have caused caused, within ten (10) days after of the date hereof or any applicable Borrowing Restatement Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the CollateralCollateral granted to the Administrative Agent hereunder; (v) All Tangible Loan Documents, including Tangible Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are in the possession of the Custodian and the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Tangible Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vi) All Electronic Loan Documents, including Electronic Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are under (i) the “control” (within the meaning of Section 9-105 of the UCC or Section 16 of UETA, as applicable) of the Administrative Agent if such Electronic Loan Document constitutes Electronic Chattel Paper or a “transferrable record” (within the meaning of UETA) or (ii) otherwise, the dominion of the Custodian as custodial agent for the Administrative Agent and, in each case, the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Electronic Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vii) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.

Perfection Representations. (i) This the Borrower Security Agreement, the Equity Owner Security Agreement creates and other Loan Documents create (or, with respect to any Mortgage, shall create on the date executed and delivered) a valid and continuing (A) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the Uniform Commercial Code, upon the filing of any Uniform Commercial Code financing statements required to be filed in connection therewith, (B) in the Borrower’s rightcase of any pledged Equity Interests in certificated form, title upon the delivery to the Administrative Agent of appropriate instruments and interest incertificates, in each case properly endorsed for transfer to the Administrative Agent or in blank, (C) [reserved], (D) in the case of each Eligible Account, each Property Account and under each Operating Account, upon the execution of the Securities Account Control Agreement, each Property Account Control Agreement and each Operating Account Control Agreement, as applicable, and (E) in the case of all Mortgages, upon the proper recording in the appropriate jurisdictions, perfected continuing Liens on, and, as applicable, perfected collateral assignments of, such Collateral in favor of the Program Administrative Agent (or the Collateral Agent), which security interest is Liens, in each case, are prior to all other Liens (other than except, in the case of Permitted Liens), to the extent any such Permitted Lien would have priority over the Liens in favor of the Administrative Agent (or the Collateral Agent) pursuant to applicable law, and is enforceable as such against creditors ofof each Loan Party thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower;to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); ​ (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements have been, or will in connection with the closing of the initial Loan be (assuming proper filing by the Administrative Agent), filed in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Administrative Agent for hereunder in the benefit of Collateral that may be perfected by filing a financing statement; ​ (iii) other than the Secured Parties Liens granted to the Administrative Agent (or the Collateral Agent, as applicable) pursuant to this Agreement, the Borrower Security Agreement, the Mortgages, the Equity Owner Security Agreement or the other Collateral Documents, as applicable, no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documents. The Borrower terms hereof or except to the extent that the same will no longer be effective as of the closing of the initial Loan; ​ (iv) no Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering any portion of the Collateral other than any financing statement (i) in favor relating to the security interest granted to the Administrative Agent hereunder or under the Collateral Documents or that has been, or will as of the Program Agent or (ii) that has been closing of the initial Loan be terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (viiv) Immediately prior to the pledge hereunder, the Borrower no instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or Person other than the Administrative Agent; ​ (vi) the grant of the security interests in the Collateral by each Loan Party to be filed against the Administrative Agent and the Collateral Agent, as applicable, for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Security Agreement, the Mortgages, the Equity Owner Security Agreement or the other Loan Documents, as applicable, is in favor the ordinary course of business for such Loan Party and is not subject to the Program bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; ​ (vii) the chief executive office and the location of each Loan Party’s records regarding the Collateral are listed on Schedule III or at the location notified to the Administrative Agent pursuant to Section 5.01(m); except as otherwise disclosed to the Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described writing, each Loan Party’s legal name is as set forth in this financing statement will violate the rights of the secured party”;Agreement and each Loan Party has not changed its name since its formation; except as otherwise listed on Schedule III, no Loan Party has tradenames, fictitious names, assumed names or “doing business as” names and each Loan Party’s federal employer identification number and organizational identification number is set forth on Schedule III; and ​ (viii) Notwithstanding any the Borrowers have paid all state, county and municipal recording and other provision similar taxes imposed upon the execution and recordation of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing Mortgages that are due and remain in full force and effectowing.

Perfection Representations. The representations, warranties and covenants set forth in Schedule 1 attached hereto shall be a part of this Series Supplement for all purposes. UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (iAND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS CLASS A CERTIFICATE MAY NOT BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN, TRUST OR ACCOUNT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. NO. [ ] $[ ] (NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.) This Agreement creates certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of a valid Fractional Undivided Interest in Sears Credit Account Master Trust II (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open-end retail charge plans for specified Persons (the "Accounts") originated by ▇▇▇▇▇, ▇▇▇▇▇▇▇ and continuing security interest Co., a New York corporation ("Sears") or its affiliates, and transferred to SRFG, Inc., a Delaware corporation ("SRFG"), all monies due or to become due with respect thereto, all Participation Interests, if any, all benefits under any Credit Enhancement with respect to any series of investor certificates issued from time to time, to the extent applicable, all proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in the Borrower’s rightState of New York) of such Receivables, title and interest inInsurance Proceeds, if any, relating thereto, pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by and among Sears as Servicer, SRFG as Seller and The Bank of New York, as successor to Bank One, National Association (formerly The First National Bank of Chicago), as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Collateral in favor of the Program Agent, which security interest is prior to all other Liens (other than Permitted Liens), Pooling and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Servicing Agreement or any other Facility Documentamendment thereto, or the representations contained in this Section 4.01(f) Series Supplement, dated as of May 8, 2002 (the "Series Supplement"), by and among the Trustee, Sears and SRFG or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall be continuing have been signed by or on behalf of the Trustee under the Pooling and remain in full force and effectServicing Agreement.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims 101 755287315 21689858 in such Collateral. 102 755287315 21689858 (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Security from each Originator to the Transferor pursuant to the First Tier Sale Agreement, from Transferor to the Borrower pursuant to the Second Tier Sale and Contribution Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agentwhich, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has causedAll appropriate UCC financing statements, or will UCC financing statement amendments, and UCC continuation statements have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Borrower pursuant to the Purchase and Sale Agreement and the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement, in each case. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements or other lien filing filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility Document, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.62

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent, which security interest is prior to all other Liens Adverse Claims (other than except for Permitted Liens)) arising under the UCC, and is enforceable as such against creditors ofof the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against Pledged Timeshare Loans and the Contract Debtors in documents evidencing such Pledged Timeshare Loans constitute “accounts”, “chattel paper”, “electronic chattel paper”, “instruments” or “general intangibles” within the Financed Vehicles and other property securing meaning of the Pledged Contractsapplicable UCC; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any LienAdverse Claims, claim or encumbrance of any Person (other than except for Permitted Liens); (viv) The Borrower has caused, caused or will have caused caused, within ten (10) days after of the date hereof or any applicable Borrowing Restatement Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the CollateralCollateral granted to the Administrative Agent hereunder; (v) All Tangible Loan Documents, including Tangible Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are in the possession of the Custodian and the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Tangible Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vi) All Electronic Loan Documents, including Electronic Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans are under (i) the “control” (within the meaning of Section 9-105 of the UCC or Section 16 of UETA, as applicable) of the Administrative Agent if such Electronic Loan Document constitutes “electronic chattel paper” (within the meaning of the UCC) or a “transferrable record” (within the meaning of UETA) or (ii) otherwise, the dominion of the Custodian as custodial agent for the Administrative Agent and, in each case, the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding such Electronic Loan Documents that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent. (vii) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program security interest granted to the Administrative Agent hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viiviii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured partySecured Party.”; (viiiix) Notwithstanding None of the Obligor Notes that constitute or evidence the Pledged Timeshare Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other provision than the Borrower and the Administrative Agent. (x) Each Electronic Loan Document evidencing a Pledged Timeshare Loan was created and is and will at all times remain stored and assigned in such a manner that: (1) there exists a single Authoritative Copy of this Agreement such Electronic Loan Document which is unique, identifiable and, except as otherwise provided in subparagraphs (4), (5) and (6) below, unalterable; (2) the Authoritative Copy identifies the Administrative Agent as the secured party of such Electronic Loan Document and is held in the Warehouse Vault Partition; (3) the Authoritative Copy is communicated to and maintained by the Custodian, as the designated custodian of the Administrative Agent; (4) copies or revisions that add or change an identified assignee of the Authoritative Copy can be made only with the participation of the Custodian, as the designated custodian of the Administrative Agent; (5) each copy of the Authoritative Copy and any other Facility Document, copy of a copy is readily identifiable as a copy that is not the representations contained in this Section 4.01(fAuthoritative Copy; and (6) shall be continuing and remain in full force and effectany revision of the Authoritative Copy is readily identifiable as an authorized or unauthorized revision.

Perfection Representations. The representations, warranties and covenants set forth in Schedule 1 attached hereto shall be a part of this Series Supplement for all purposes. EXHIBIT A-1 UNLESS THIS CLASS A CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CLASS A CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (iAND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. NO. 1 $[_] (NOT AN INTEREST IN OR OBLIGATION OF SRFG, INC., SEARS NATIONAL BANK OR SEARS, ▇▇▇▇▇▇▇ AND CO.) This Agreement creates certifies that CEDE & CO. (the "Class A Certificateholder") is the registered owner of a valid Fractional Undivided Interest in Sears Credit Account Master Trust II (the "Trust"), the corpus of which consists of a portfolio of receivables (the "Receivables") existing as of the Cut-Off Date (or, with respect to Receivables in Additional Accounts, as of the applicable Additional Account Cut-Off Date) or thereafter created under certain open-end retail charge plans for specified Persons (the "Accounts") originated by ▇▇▇▇▇, ▇▇▇▇▇▇▇ and continuing security interest Co., a New York corporation ("Sears") or its affiliates, and transferred to SRFG, Inc., a Delaware corporation ("SRFG"), all monies due or to become due with respect thereto, all Participation Interests, if any, all benefits under any Credit Enhancement with respect to any series of investor certificates issued from time to time, to the extent applicable, all proceeds (as defined in Article 9 of the Uniform Commercial Code as in effect in the Borrower’s rightState of New York) of such Receivables, title and interest inInsurance Proceeds, if any, relating thereto, pursuant to a Pooling and Servicing Agreement, dated as of July 31, 1994, as amended (the "Pooling and Servicing Agreement"), by and among Sears as Servicer, SRFG as Seller and The Bank of New York, as successor to Bank One, National Association (formerly The First National Bank of Chicago), as trustee (the "Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Reference is hereby made to the further provisions of this Class A Certificate set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. This Class A Certificate shall not be entitled to any benefit under the Collateral in favor of the Program Agent, which security interest is prior to all other Liens (other than Permitted Liens), Pooling and is enforceable against creditors of, and purchasers from, the Borrower; (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens); (v) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the Collateral; (vi) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower; (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viii) Notwithstanding any other provision of this Servicing Agreement or any other Facility Documentamendment thereto, or the representations contained in this Section 4.01(f) Series Supplement, dated as of December 3, 2002 (the "Series Supplement"), by and among the Trustee, Sears and SRFG or any amendment thereto, or become vested or obligatory for any purpose until the certificate of authentication hereon shall be continuing have been signed by or on behalf of the Trustee under the Pooling and remain in full force and effectServicing Agreement.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the Collateral in favor of the Program Administrative Agent, which security interest is prior to all other Liens (other than Permitted Liens)Adverse Claims arising under the UCC, and is enforceable as such against creditors ofof the Borrower, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrowerto general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity); (ii) The Borrower has taken all steps necessary to perfect its security interest against Pledged Timeshare Loans and the Contract Debtors in documents evidencing such Pledged Timeshare Loans constitute “accounts”, “chattel paper”, “instruments” or “general intangibles” within the Financed Vehicles and other property securing meaning of the Pledged Contractsapplicable UCC; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Liens)Adverse Claims; (viv) The Borrower has caused, caused or will have caused caused, within ten (10) days after of the date hereof or any applicable Borrowing Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Program Agent’s first priority security interest in the CollateralCollateral granted to the Administrative Agent hereunder; (v) All original executed Obligor Notes (or an original lost note affidavit and indemnity from the Seller) that constitute or evidence the Pledged Timeshare Loans have been delivered to the Custodian and the Borrower has received a receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Pledged Timeshare Loans solely on behalf and for the benefit of the Administrative Agent (other than a receipt to be delivered in connection with the Increase Timeshare Loans which the Borrower shall have received no later than the date that is 90 days after the Amendment No. 2 Effective Date). (vi) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, except as permitted by this Agreement and the other Facility Documents. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program security interest granted to the Administrative Agent hereunder or (ii) that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Administrative Agent in connection herewith describing the Collateral contain a statement to the effect that following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured partySecured Party.”; (viii) Notwithstanding None of the Obligor Notes that constitute or evidence the Pledged Timeshare Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other provision of this Agreement or any other Facility Document, than the representations contained in this Section 4.01(f) shall be continuing Borrower and remain in full force and effectthe Administrative Agent.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor substantially all of the Program Agent, Sold Assets and Seller Collateral which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral. (ii) The Borrower has taken all steps necessary No effective financing statement or registered assignments and/or financing statements, verification statements or similar statements, as applicable or other instrument similar in effect covering any Sold Assets or Seller Collateral is on file in any recording office or public office maintained by any governmental agency, except those filed in favor of the Seller (and assigned to perfect its security interest against the Contract Debtors in Administrative Agent) pursuant to the Financed Vehicles Purchase and other property securing Sale Agreement and the Pledged Contracts;Administrative Agent relating to this Agreement. 758444419 21691544 56 (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Sold Assets and Seller Collateral hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. After giving effect to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in the Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Security from each Originator to the Seller pursuant to the Purchase and Sale Agreement and the Seller’s first priority sale of, and grant of a security interest in in, the Collateral;Sold Assets and Seller Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets or Seller Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(g) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement Guarantee creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Guarantor’s right, title and interest in, to and under the Guarantor Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors ofthe Guarantor and (B) will be free of all Adverse Claims in such Guarantor Collateral, and purchasers from, the Borrower;except for Permitted Liens. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Guarantor owns and has good and marketable title to the Collateral, Guarantor Collateral free and clear of any Lien, claim or encumbrance Lien of any Person (other than Permitted Liens);Liens permitted to exist under the Note Purchase Agreement. (viii) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements in have been delivered to the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the grant by the Guarantor of a security interest in the Collateral;Guarantor Collateral to the Collateral Agent pursuant to this Guarantee. (viiv) Other than the security interest granted to the Program Collateral Agent for the benefit of the Secured Parties pursuant to this AgreementGuarantee, the Borrower Guarantor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Guarantor Collateral except as permitted by this Agreement and the other Facility Note Documents. The Borrower Guarantor has not authorized the filing of and and, except as otherwise notified to the Collateral Agent in writing, is not aware of any financing statements filed against the Borrower Guarantor that include a description of collateral covering the Guarantor Collateral other than any financing statement (i) in favor of the Program Agent Collateral Agent, (ii) evidencing a Permitted Lien, or (iiiii) that has been terminated. The Borrower Guarantor is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Guarantor that are not permitted by this Guarantee and the other Note Documents. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiiv) Notwithstanding any other provision of this Agreement Guarantee or any other Facility Note Document, the representations contained in this Section 4.01(f6(f) shall be continuing and remain in full force and effecteffect until payment or conversion in full of the Obligations (other than inchoate indemnity obligations).

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC and PPSA) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Support Assets which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Support Assets. (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors Receivables constitute (x) in the Financed Vehicles case of U.S. Originator Receivables, “accounts” or “general intangibles” within the meaning of Section 9-102 of the UCC and other property securing (y) in the Pledged Contracts;case of Canadian Originator Receivables, “accounts” within the meaning of the PPSA. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Support Assets free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments, continuation statements and other documents have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the applicable Purchase and Sale Agreement (subject to Section 1.6 of the Purchase and Sale Agreement) and the grant by the Seller of a security interest in the Collateral;Support Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, , granted a security interest in, or otherwise conveyed any of the Collateral, Support Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements or other documents filed against the Borrower Seller that include a description of collateral covering the Collateral Support Assets other than any financing statement or other document (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(o) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This The Borrower Security Agreement, the Equity Owner Security Agreement creates a and the Borrower TRS Security Agreement, as applicable, create valid and continuing security interest interests (as defined in the Borrower’s right, title and interest in, to and under applicable UCC) in the personal property Collateral (as defined in each such Collateral Document) in favor of the Program AgentLender, which security interest is interests are prior to all other Liens (other than arising under the UCC, subject to Permitted Liens), and is are enforceable as such against creditors ofof each Loan Party, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and purchasers from, the Borrower; to general principles of equity (ii) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors regardless of whether enforcement is sought in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, free and clear of any Lien, claim proceeding at law or encumbrance of any Person (other than Permitted Liensin equity); (vb) The Borrower has causedAll appropriate financing statements have been, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Datecontemporaneously herewith be, the filing of all appropriate financing statements filed in the proper filing office in the appropriate jurisdictions under applicable law Legal Requirements in order to perfect the Program Agent’s first priority security interest granted to Lender under the Collateral Documents in the CollateralCollateral that may be perfected by filing a financing statement; (vic) Other than the security interest granted to the Program Agent for the benefit of the Secured Parties Lender pursuant to the Collateral Documents and this AgreementAgreement and except as may have been terminated prior to or simultaneously with the date hereof, the Borrower no Loan Party has not pledged, assigned, collaterally assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as to the extent expressly permitted by this Agreement and the other Facility Documentsterms hereof. The Borrower No Loan Party has not authorized the filing of and is not aware of any financing statements against the Borrower any Loan Party that include a description of collateral covering the Collateral other than any financing statement (i) in favor of relating to the Program Agent security interest granted to Lender hereunder or (ii) under the Collateral Documents or that has been terminated. The Borrower is not aware of any judgment lien or tax lien filings against the Borrower;. (viid) Immediately prior to the pledge hereunder, the Borrower No instrument or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts document that constitutes or related Contract Debtor Documents evidences any Collateral has any marks or notations indicating that they have been are currently pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower Person other than Lender, other than in favor accordance with this Agreement. (e) The grant of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of Collateral by each Loan Party to Lender, pursuant to the secured party”; (viii) Notwithstanding any other provision of this Agreement or any other Facility DocumentBorrower Security Agreement, the representations contained in this Section 4.01(f) shall be continuing and remain in full force and effect.Equity Owner Security Agreement

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor of the Program Agent, Supporting Assets which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers fromfrom the Seller (other than such security interest in the Lock-Boxes and Collection Accounts, the Borrower;perfection of which is covered by Section 6.01(q) below) and (B) is free of all Adverse Claims in any Supporting Assets. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, Supporting Assets free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and Related Security from each Originator to the Seller pursuant to the Transfer Agreement and the Seller’s first priority sale and grant of a security interest in the Collateral;Supporting Assets to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Supporting Assets except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Collateral any Supporting Assets other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f6.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Seller’s right, title and interest in, to and under the Collateral in favor substantially all of the Program Agent, Sold Assets and Seller Collateral which (A) ownership or security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Seller and (B) will be free of all Adverse Claims in such Sold Assets and Seller Collateral. (ii) The Borrower has taken all steps necessary No effective financing statement or registered assignments and/or financing statements, verification statements or similar statements, as applicable or other instrument similar in effect covering any Sold Assets or Seller Collateral is on file in any recording office or public office maintained by any governmental agency, except those filed in favor of the Seller (and assigned to perfect its security interest against the Contract Debtors in Administrative Agent) pursuant to the Financed Vehicles Purchase and other property securing Sale Agreement and the Pledged Contracts;Administrative Agent relating to this Agreement. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior Prior to the sale of, or grant by the Borrower of a security interest to in, the Program Agent Sold Assets and Seller Collateral hereunder, the Borrower Seller owns and has good and marketable title to the Collateral, such Sold Assets and Seller Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. After giving effect to the sale of, or grant of security interest in, the Sold Assets and Seller Collateral hereunder, the Administrative Agent owns or has a first priority perfected security interest in 744072627 21691544 62 the Sold Assets and Seller Collateral free and clear of any Adverse Claim of any Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agentperfection of) the sale and contribution of the Receivables and (solely to the extent perfection may be achieved by filing a financing statement under the UCC) Related Security from each Originator to the Seller pursuant to the Purchase and Sale Agreement and the Seller’s first priority sale of, and grant of a security interest in in, the Collateral;Sold Assets and Seller Collateral (solely to the extent perfection may be achieved by filing a financing statement under the UCC) to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Sold Assets or Seller Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Seller has not authorized the filing of and is not aware of any financing statements filed against the Borrower Seller that include a description of collateral covering the Sold Assets or Seller Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower Seller is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;Seller. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(g) shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (ia) This Agreement creates a valid and continuing ownership or security interest (as defined in the Borrowerapplicable UCC) in the Originator’s right, title and interest in, to and under the Collateral Receivables and Related Rights which (A) security interest has been perfected (in favor the case of the Program AgentRelated Rights, in only that portion of the Related Rights in which an ownership or security interest is prior to all other Liens (other than Permitted Liens), may be perfected by the filing of a financing statement under the UCC) and is enforceable against creditors of, of and purchasers from, the Borrower;from such Originator and (B) will be free of all Adverse Claims. (iib) The Borrower has taken all steps necessary to perfect its security interest against the Contract Debtors in the Financed Vehicles and other property securing the Pledged Contracts; (iii) The Pledged Contracts Receivables constitute “tangible chattel paperaccounts” or “general intangibles” within the meaning of UCC Section 9-102;102 of the UCC. (ivc) Immediately prior Prior to the grant by the Borrower of a security interest their sale or contribution to the Program Agent hereunderBuyer pursuant to this Agreement, the Borrower owns such Originator owned and has had good and marketable title to the Collateral, Receivables and Related Rights free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (vd) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) the sale and contribution of the Receivables and Related Rights in which a security interest in may be perfected by the Collateral;filing of a financing statement under the UCC from each Originator to the Buyer pursuant to this Agreement. (vie) Other than the ownership or security interest granted to the Program Agent for the benefit of the Secured Parties Buyer pursuant to this Agreement, the Borrower such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Receivables or Related Rights except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower Such Originator has not authorized the filing of and is not aware of any financing statements filed against the Borrower such Originator that include a description of collateral covering the Collateral Receivables and Related Rights other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminatedterminated or amended to reflect the release of any security interest in the Receivables and Related Rights. The Borrower Such Originator is not aware of any judgment lien, ERISA lien or tax lien filings against the Borrower;such Originator. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiif) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f) 5.23 shall be continuing and remain in full force and effecteffect until the Final Payout Date.

Perfection Representations. (i) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Borrower’s right, title and interest in, to and under the Collateral in favor of the Program Agent, which (A) security interest is prior to all other Liens (other than Permitted Liens), has been perfected and is enforceable against creditors of, of and purchasers from, from the Borrower;Borrower and (B) will be free of all Adverse Claims in such Collateral. (ii) The Borrower has taken all steps necessary to perfect its security interest against Receivables constitute “accounts” (including, without limitation, “accounts” constituting “as-extracted collateral”) or “general intangibles” within the Contract Debtors in meaning of Section 9-102 of the Financed Vehicles and other property securing the Pledged Contracts;UCC. (iii) The Pledged Contracts constitute “tangible chattel paper” within the meaning of UCC Section 9-102; (iv) Immediately prior to the grant by the Borrower of a security interest to the Program Agent hereunder, the Borrower owns and has good and marketable title to the Collateral, Collateral free and clear of any Lien, claim or encumbrance Adverse Claim of any Person (other than Permitted Liens);Person. (viv) The Borrower has caused, or will have caused within ten (10) days after the date hereof or any applicable Borrowing Date, the filing of all All appropriate financing statements, financing statement amendments and continuation statements have been filed in the proper filing office in the appropriate jurisdictions under applicable law Applicable Law in order to perfect (and continue the Program Agent’s first priority perfection of) (A) the sale and contribution of the Receivables and Related Security from each Originator to the Transferor pursuant to the Purchase and Sale Agreement, (B) the sale and transfer of Receivables and Related Security from the Transferor to the Borrower pursuant to the Sale and Contribution Agreement and (C) the grant by the Borrower of a security interest in the Collateral;Collateral to the Administrative Agent pursuant to this Agreement. (viv) Other than the security interest granted to the Program Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, Collateral except as permitted by this Agreement and the other Facility Transaction Documents. The Borrower has not authorized the filing of and is not aware of any financing statements filed against the Borrower that include a description of collateral covering the Collateral other than any financing statement (i) in favor of the Program Administrative Agent or (ii) that has been terminated. The Borrower is not aware of any judgment lien, ERISA lien pursuant to Section 303(k) or 4068 of ERISA, or tax lien filings against the Borrower;. (vii) Immediately prior to the pledge hereunder, the Borrower or the Custodian has in its possession all original copies of the Contracts and related Contract Debtor Documents. None of the Contracts or related Contract Debtor Documents has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person. All financing statements filed or to be filed against the Borrower in favor of the Program Agent in connection herewith describing the Collateral contain a statement to the effect that “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the secured party”; (viiivi) Notwithstanding any other provision of this Agreement or any other Facility Transaction Document, the representations contained in this Section 4.01(f7.01(p) shall be continuing and remain in full force and effecteffect until the Final Payout Date.