Common use of Security Interest Clause in Contracts

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

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.19. (aiii) all Each of such Security Entitlements have been credited to the Accounts Collection Account, the Payment Account, Future Funding Reserve Account, Interest Reserve Account, Closing Expense Account, and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial AssetsCustodial Account, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts each sub-account respectively thereof, are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . (iv) Each of the Borrower has not instructed Collection Account, the Securities Intermediary to comply with Payment Account, Future Funding Reserve Account, Interest Reserve Account, Closing Expense Account, and the entitlement order of any Person other than the Collateral Agent; provided thatCustodial Account constitute a “securities account” or “deposit account”, until the Collateral Agent delivers a Notice of Exclusive Control (as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, applicable banking institution and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; , have entered into the Account Control Agreement with respect to each of the Collection Account, the Payment Account, Future Funding Reserve Account, Interest Reserve Account, Closing Expense Account, and the Custodial Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered granted to the Collateral Custodian; the Borrower has receivedAgent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the benefit terms of the Loan Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties; none , pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement that has been terminated or fully and validly assigned to the Collateral Agent. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or participations, as applicable, that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) indorsed to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, uncertificated security or (By) by causing has caused the issuer of such Uncertificated Security uncertificated security to be credited agree to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that comply with instructions of the Collateral Agent has Control over such Securities Accountwithout further consent of the Borrower. (xi) The Borrower is not a Non-Exempt Person.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Borrower’s rights in the Collateral Portfolio in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property and Proceeds and “supporting obligations” or “insurance” (each as defined in the applicable UCC) or the proceeds of the foregoing or real property or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(oo); (iii) with respect to Collateral Portfolio that constitute Security Entitlements (a) “security entitlements”: a. all of such Security Entitlements security entitlements have been credited to the Accounts Collection Account or the URCA Account and the Securities Intermediary securities intermediary for the Collection Account or the URCA Account has agreed to treat all assets (other than cash) credited to the Accounts Collection Account or the URCA Account as Financial Assets“financial assets” within the meaning of the applicable UCC; b. to the extent that the Collateral Agent is for any reason not the entitlement holder thereunder, (b) the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Collateral Agent to obtain Control with respect to Agent, for the Accounts benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in the Collection Account and (c) the Accounts are not URCA Account; and c. neither the Collection Account nor the URCA Account is in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of the Borrower Collection Account and the URCA Account, which is a “securities account” under the UCC, has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments. (iv) each of the Collection Account and the URCA Account constitutes a “securities account” or “deposit account” as defined in the Account Control Agreement)applicable UCC; (v) the Borrower, the Borrower may, or may cause Account Bank and the Collateral Manager toAgent, cause cash in on behalf of the Accounts to be invested or distributed in accordance Secured Parties, have entered into the Collection Account Agreement; and the Collection Account Agreement, together with this Agreement, and all cash that is not invested shall be held grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the appropriate deposit accountCollection Account; (vi) the Borrower, the Account Bank and the Collateral Agent, on behalf of the Secured Parties, have entered into the URCA Account Agreement; all Accounts constitute Securities Accounts or deposit accounts; and the URCA Account Agreement, together with this Agreement, grants to the Collateral Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the URCA Account; (vii) [Intentionally Omitted]; (viii) the Borrower owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens); ) of any Person; (ix) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (x) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required; (xi) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as Collateral Portfolio. 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 Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Contribution Agreement, (B) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof, or (C) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in effect in Delaware; compliance with the conditions set forth in) Section 2.07. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (xiii) other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; (xiv) none of the underlying promissory notes, or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xv) with respect to any Collateral Portfolio that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security; and (xvi) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, in each case that the Borrower shall cause the issuer of such uncertificated security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effectiveuncertificated security, or (B) by causing enter into a control agreement granting a perfected first Lien in such Uncertificated Security uncertificated security in a manner acceptable to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountand the Administrative Agent.

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

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in favor of the Collateral AgentIssuer in all right, on behalf title and interest of Trust Depositor in the Secured PartiesLoan Assets, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Trust Depositor; (ii) the Collateral is comprised Loans, along with the related Loan Files, constitute “general intangibles,” “instruments,” “accounts,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which UCC; (iii) the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited Trust Depositor owns and has, and upon the sale and transfer thereof by the Trust Depositor to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Issuer, the Borrower mayIssuer will have, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral Loan Assets free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Trust Depositor has received all consents and approvals required by the terms of any Collateral Obligation the Loan Assets to the granting sale of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Issuer; (v) the Secured Parties; the Borrower Trust Depositor has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which Loan Assets granted to the Issuer under this Agreement to the extent perfection can be achieved by filing a financing statement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC Loan Assets. The Trust Depositor has not authorized the filing of and is not aware of any financing statements naming the Trust Depositor as in effect in Delaware; debtor that include a description of collateral covering the Loan Assets other than any financing statement (A) relating to the security interest granted by the Trust Depositor under this Agreement, or (B) that has been terminated or for which a release or partial release has been filed. The Trust Depositor is not aware of the filing of any judgment or tax Lien filings against the Trust Depositor; (vii) all original executed copies of each underlying promissory note constituting Underlying Note (if any) that constitute or evidencing any Collateral Obligation evidence the Loan Assets have been or, will be delivered to the Collateral Custodian; Trustee; (viii) the Borrower Trust Depositor has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of the Collateral Agent and for the benefit of the Secured PartiesSecurityholders; and (ix) none of the underlying promissory notes Underlying Notes that constitute or evidence the Collateral Obligations any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of Issuer and the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountTrustee.

Security Interest. The Bond Issuer hereby makes the following representations and warranties. Other than the security interest granted to the Bond Trustee pursuant to this Bond Indenture, the Bond Issuer has not pledged, granted, sold, conveyed or otherwise assigned any interest or security interest in the Collateral and no security agreement, financing statement or equivalent security or Lien instrument listing the Bond Issuer as debtor covering all or any part of the Collateral is on file or of record in any jurisdiction, except such as may have been filed, recorded or made by the Bond Issuer in favor of the Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Obligations, in connection with this Bond Indenture. This Agreement creates Bond Indenture constitutes a valid and continuing Lien on on, and first priority perfected security interest in, the Collateral in favor of the Collateral Agent, on behalf Bond Trustee for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured PartiesObligations, which Lien and security interest is validly perfected under Article 9 of the UCC (prior to the extent such security interest may be perfected under such article), all other Liens and is enforceable as such as against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied Bond Issuer in accordance with its obligations terms, except as set forth herein; with such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in a proceeding at law or in equity and by an implied covenant of good faith and fair dealing. With respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Collateral, this Bond Indenture creates a valid and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control continuing first priority perfected security interest (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash UCC and as such term is used in the Accounts Statute) in such Collateral, which security interest is prior to be invested or distributed all other Liens and is enforceable as such as against creditors of and purchasers from the Bond Issuer in accordance with this Agreementits terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and all cash that is not invested shall be held other similar laws affecting creditors’ rights generally or by general equitable principles, whether considered in the appropriate deposit account; all Accounts constitute Securities Accounts a proceeding at law or deposit accounts; the Borrower owns in equity and by an implied covenant of good faith and fair dealing. The Bond Issuer has good and marketable title to the Collateral free and clear of any Lien (Lien, claim or encumbrance of any Person other than Permitted Liens); the Borrower Lien of this Bond Indenture. All of the Collateral constitutes either Phase-In-Recovery Property or accounts, deposit accounts, securities accounts, investment property or general intangibles (as each such term is defined in the UCC) except that proceeds of the Collateral may also take the form of instruments. The Bond Issuer has received taken, or caused the Servicer to take, all consents and approvals required by action necessary to perfect the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder granted to the Collateral AgentBond Trustee, on behalf for the benefit of the Bondholders, the Bond Trustee and any other holders of Secured Parties; Obligations. The Bond Issuer has filed (or has caused the Borrower has taken all necessary steps Servicer to file or authorize the filing of file) all appropriate financing statements in the proper filing office offices in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in the Collateral granted to the Bond Trustee. The Bond Issuer has not authorized the filing of and is not aware, after due inquiry, of any financing statements against the Bond Issuer that portion include a description of the Collateral other than those filed in which a security interest may be perfected by filing pursuant to Article 9 favor of the UCC as in effect in Delaware; Bond Trustee. The Bond Issuer is not aware of any judgment or tax Lien filings against the Bond Issuer. The Collection Account (including all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that subaccounts thereof) constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (“securities account” within the meaning of the UCC) . The Bond Issuer has taken all steps necessary to cause the Collateral Custodian Securities Intermediary of each such securities account to identify in its records the Bond Trustee as the person having a security entitlement against the Securities Intermediary in such securities account, neither the Collection Account or in blank by an effective Indorsement or has been registered any subaccount thereof is in the name of any person other than the Collateral Custodian upon original issue or registration Bond Trustee, and the Bond Issuer has not consented to the Securities Intermediary of transfer by the Borrower Collection Account to comply with entitlement orders of such Certificated Security, in each case to be held by any person other than the Collateral Custodian on behalf Bond Trustee. All of the Collateral Agent constituting investment property has been and will have been credited to the Collection Account or a subaccount thereof, and the Securities Intermediary for the benefit Collection Account has agreed to treat all assets credited to the Collection Account as “financial assets” within the meaning of the Secured Parties; and UCC. Accordingly, the Bond Trustee has a first priority perfected security interest in the case Collection Account, all funds and financial assets on deposit therein, and all securities entitlements relating thereto. The representations and warranties set forth in this Section 2.14 shall survive the execution and delivery of an Uncertificated Securitythis Bond Indenture and the issuance of any Bonds, by (A) causing shall be deemed re-made on each date on which any funds in the Collateral Custodian Collection Account are distributed to become the registered owner Bond Issuer or otherwise released from the Lien of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountBond Indenture.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of prior to all other Liens (except for Permitted Liens); (ii) the UCC Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or “accounts” (to the extent such security interest may be perfected under such article), and is enforceable each as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under defined in the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; UCC); (iii) with respect to any part of the Collateral that constitute Security Entitlements “security entitlements”: (aA) all of such Security Entitlements security entitlements have been credited to one of the Accounts and pursuant to the Securities Intermediary Account Control Agreement the securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (bB) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect pursuant to the Accounts and Securities Account Control Agreement the securities intermediary has agreed to identify in its records the Administrative Agent as the Person having a security interest in such entitlement; and (cC) the Accounts such security entitlements are not in the name of any Person other than the Borrower, subject to Borrower or the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any securities entitlements to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, that until the Collateral Administrative Agent delivers a Notice notice of Exclusive exclusive control under the Securities Account Control Agreement, the Borrower and the Servicer may cause cash proceeds of the security entitlements to be invested in Permitted Investments; (iv) all Accounts constitute “securities accounts” as defined in the Account Control Agreement), applicable UCC; (v) at all times the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, will own and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has have good and marketable title to the Collateral Collateral, free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms ) of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of Person; (vi) all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion granted to the Administrative Agent, on behalf of the Collateral Secured Parties, under this Agreement in which the Receivables and in the other Collateral, to the extent that a security interest in such other Collateral may be perfected by filing financing statements pursuant to Article 9 the UCC; (vii) other than the security interest granted to the Administrative Agent, on behalf of the UCC as Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (viii) all original executed copies of each underlying promissory note constituting Mortgage Contract or evidencing any Collateral Obligation Non-Mortgage Contract that constitute or evidence each Receivable have been or, will be delivered to the Collateral Custodian; ; (ix) the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding the Mortgage Contract or Non-Mortgage Contract that constitutes or evidences each underlying promissory note evidencing a Collateral Obligation Receivable solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (x) none of the underlying promissory notes Mortgage Contracts or Non-Mortgage Contracts that constitute or evidence the Collateral Obligations Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; , and other than markings related to debt paid in full prior to the inclusion of such Receivable in the Collateral; (xi) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountcertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to under this Section 4.19. (iii) Each of the Collection Account, the Payment Account, Future Funding Reserve Account, Interest Reserve Account, Lender Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Account, Closing Expense Account, and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial AssetsCustodial Account, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts each sub-account respectively thereof, are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . (iv) Each of the Borrower has not instructed Collection Account, the Securities Intermediary to comply with Payment Account, Future Funding Reserve Account, Interest Reserve Account, Lender Collateral Account, Closing Expense Account, and the entitlement order of any Person other than the Collateral Agent; provided thatCustodial Account constitute a “securities account” or “deposit account”, until the Collateral Agent delivers a Notice of Exclusive Control (as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, applicable banking institution and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; , have entered into the Account Control Agreement with respect to each of the Collection Account, the Payment Account, Future Funding Reserve Account, Interest Reserve Account, Lender Collateral Account, Closing Expense Account, and the Custodial Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered granted to the Collateral Custodian; the Borrower has receivedAgent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, under this Agreement; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the benefit terms of the Loan Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties; none , pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement that has been terminated or fully and validly assigned to the Collateral Agent. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or participations, as applicable, that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) indorsed to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, uncertificated security or (By) by causing has caused the issuer of such Uncertificated Security uncertificated security to be credited agree to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that comply with instructions of the Collateral Agent has Control over such Securities Accountwithout further consent of the Borrower. (xi) The Borrower is not a Non-Exempt Person.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Loan Assets in favor of the Collateral Agent, on behalf of the Secured PartiesIssuer, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Trust Depositor; (ii) the Collateral is comprised Loans, along with the related Loan Files, constitute either a “general intangible,” an “instrument,” an “account,” “investment property,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower Issuer owns and has good and marketable title to the Collateral Loan Assets free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Trust Depositor has received all consents and approvals required by the terms of any Collateral Obligation the Loan Assets to the granting sale of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Issuer; (v) the Secured Parties; the Borrower Trust Depositor has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in that portion of such Loan Assets granted to the Collateral in which Issuer under this Agreement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Loan Assets. The Trust Depositor has not authorized the filing pursuant of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to Article 9 the security interest granted to the Trust Depositor under the Loan Sale Agreement, or (B) that has been terminated. The Trust Depositor is not aware of the UCC as in effect in Delaware; filing of any judgment or tax Lien filings against the Trust Depositor; (vii) all original executed copies of each underlying promissory note constituting Underlying Note (if any) that constitute or evidencing any Collateral Obligation evidence the Loan Assets have been or, will be delivered to the Collateral Custodian; Indenture Trustee, and in the Borrower case of Noteless Loans, a copy of each related Note Register, certified by a Responsible Officer of the Originator, has received, or subject been delivered to the delivery requirements contained herein will receive, Indenture Trustee; (viii) the Trust Depositor has received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation any Underlying Notes that constitute or evidence any Loan Assets solely on behalf of the Collateral Agent and for the benefit of the Secured PartiesSecurityholders and the Hedge Counterparties; and (ix) none of the underlying promissory notes Underlying Notes that constitute or evidence the Collateral Obligations any Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountIssuer.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) each of the Collateral is comprised Assets, along with the related Asset Files, constitutes a “general intangible,” an “instrument,” an “account,” or “chattel paper,” within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the sale and granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (v) the Borrower Seller has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion the Collateral granted to the Administrative Agent, on behalf of the Collateral in which Secured Parties, under this Agreement; (vi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, or (B) that have been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orcopies of each Loan Register, as applicable, that constitute or evidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (viii) the Borrower Seller has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each the underlying promissory note evidencing a Collateral Obligation notes (if any), the copies of the Loan Registers that constitute or evidence the Assets solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (ix) none of the underlying promissory notes or Loan Registers, as applicable, that constitute or evidence the Collateral Obligations Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; (x) none of the Collateral has been pledged or otherwise made subject to a Lien; and (xi) with respect to Collateral that constitutes a Certificated Security(1) any Asset comprising “financial assets” within the meaning of the UCC, such Certificated Security has Assets have been delivered to and are being held in a “securities account” within the meaning of the UCC that is maintained in the name of, and under the control and direction of the Collateral Custodian or another institution that for the purposes of the UCC is a “securities intermediary” whose “jurisdiction” with respect to the Collateral is the State of New York, the terms of which account treat the Collateral Custodian as entitled to exercise the rights that comprise any financial assets credited to such account solely on behalf of and for the benefit of the Secured Parties and (2) any Asset comprising certificated securities within the meaning of the UCC, such Assets have been delivered to the Collateral Custodian and, if and indorsed in registered form, has been specially Indorsed (within the meaning of the UCC) blank to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; such Loan Party; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, "instruments," "security entitlements," "general intangibles," "accounts," "certificated securities," "uncertificated securities," "securities accounts," "deposit accounts, Investment Property and Proceeds and ," "supporting obligations" or "insurance" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower such Loan Party has complied with its obligations as set forth herein; under this Section 4.01(ii); (iii) with respect to Collateral that constitute Security Entitlements (a) "security entitlements": a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as "financial assets" within the Accounts as Financial Assets, (b) meaning of the Borrower applicable UCC; b. such Loan Party has taken all steps necessary to enable cause the securities intermediary to identify in its records such Loan Party, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrowersuch Loan Party, as applicable, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a "securities account" under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than such Loan Party, as applicable, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute "securities accounts" or "deposit accounts" as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a "deposit account" as defined in the applicable UCC, such Loan Party, the Borrower may, or may cause Account Bank and the Collateral Manager toAgent, cause cash on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate such deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower account without further consent of such Loan Party; (vi) such Loan Party owns and has good and marketable title to (or, with respect to its interests in assets securing any Loan Assets, a valid security interest in) the Collateral (other than with respect to the Controlled Accounts) free and clear of any Lien (other than Permitted Liens); the Borrower ) of any Person; (vii) such Loan Party has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; Parties (after giving effect to any provisions of the Borrower UCC that render such requirement void); (viii) such Loan Party has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the security interest Granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, such Loan Party has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. Such Loan Party has not authorized the filing of and is not aware of any financing statements against such Loan Party that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to such Loan Party under the applicable Purchase and Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. Such Loan Party is not aware of the filing of any judgment or Tax lien filings against such Loan Party; (x) all original executed copies of each underlying promissory note constituting notes that constitute or evidencing any Collateral Obligation have been orevidence each Loan Asset has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xi) [reserved]; (xii) none of the underlying promissory notes (if any) that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xiii) with respect to any Collateral that constitutes a Certificated Security, "certificated security," such Certificated Security certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower such Loan Party of such Certificated Security, in each case certificated security; and (xiv) with respect to be held by any Collateral that constitutes an "uncertificated security," that such Loan Party shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral of the Borrower in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of InstrumentsLoans and Related Security constitute “instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“tangible chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, deposit “uncertificated securities” or “securities accounts, Investment Property and Proceeds and such other categories of collateral under ” (each as defined in the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; UCC); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and pursuant to the Securities Intermediary Account Control Agreement, and the securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien . As of the Collateral Agent for the benefit of the Secured Parties; Effective Date, the Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided that, that until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower may, or and the Servicer may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; Permitted Investments. (iv) all Accounts constitute Securities Accounts or deposit “securities accounts; ” as defined in the applicable UCC; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral AgentTrustee, on behalf for the benefit of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of ; (vii) all appropriate financing statements have been or will be filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest granted to the Trustee, for the benefit of the Secured Parties, under this Agreement; (viii) other than the security interest granted to the Trustee, for the benefit of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in that portion or otherwise conveyed any of the Collateral in (other than security interests which are terminated or have been assigned to the Trustee). The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a security interest may be perfected by filing pursuant description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to Article 9 the Trustee, for the benefit of the UCC as in effect in Delaware; Secured Parties, on or prior to the date hereof. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (ix) all original executed copies of each underlying promissory note constituting (or evidencing any Collateral Obligation have lost note affidavit, as applicable), or copies of each loan register, as applicable, that constitute or evidence each Loan has been or, subject to the delivery requirements contained herein, have been or will be delivered to the Collateral Custodian; Trustee; (x) the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, or loan registers, as applicable, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Trustee on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become Trustee is registered as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, “instruments,” “security entitlements,” “general intangibles,” “accounts,” “certificated securities,” “uncertificated securities,” “securities accounts,” “deposit accounts, Investment Property and Proceeds and ,” “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(kk); (iii) with respect to Collateral that constitute Security Entitlements (a) “security entitlements”: a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as “financial assets” within the Accounts as Financial Assets, (b) meaning of the applicable UCC; b. the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Borrower, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a “securities account” under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a “deposit account” as defined in the applicable UCC, the Borrower mayBorrower, or may cause the Account Bank and the Collateral Manager toAgent, cause cash on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account without further consent of the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Borrower; (vi) the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (viii) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements that include a description of collateral covering the Collateral other than any financing statement (A) naming the Collateral Agent as in effect in Delaware; secured party pursuant to the terms of this Agreement, (B) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement, or (C) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (x) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (xi) other than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf Custodian, as the custodial agent of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 may serve as such acknowledgement; (xii) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xiii) with respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xiv) with respect to be held by any Collateral that constitutes an “uncertificated security,” that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, "instruments," "security entitlements," "general intangibles," "accounts," "certificated securities," "uncertificated securities," "securities accounts," "deposit accounts, Investment Property and Proceeds and ," "supporting obligations" or "insurance" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(jj); (iii) with respect to Collateral that constitute Security Entitlements (a) "security entitlements": a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as "financial assets" within the Accounts as Financial Assets, (b) meaning of the applicable UCC; b. the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Borrower, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a "securities account" under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute "securities accounts" or "deposit accounts" as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a "deposit account" as defined in the applicable UCC, the Borrower mayBorrower, or may cause the Account Bank and the Collateral Manager toAgent, cause cash on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account without further consent of the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Borrower; (vi) the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (viii) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (x) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (xi) other than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 may serve as such acknowledgement; (xii) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xiii) with respect to any Collateral that constitutes a Certificated Security, "certificated security," such Certificated Security certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xiv) with respect to be held by any Collateral that constitutes an "uncertificated security," that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Seller; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“tangible chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, deposit “uncertificated securities” or “securities accounts, Investment Property and Proceeds and ” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower Seller has complied with its obligations as set forth herein; under Section 4.1(m)); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower Seller has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the BorrowerSeller, subject to the Lien lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower Trustee. The Seller has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided that, that until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower may, or Seller and the Servicer may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; Permitted Investments. (iv) all Accounts constitute Securities Accounts or deposit “securities accounts; ” as defined in the Borrower applicable UCC; (v) the Seller owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (vi) the Borrower Seller has received all consents and approvals required by the terms of any Collateral Obligation Asset to the granting Granting of a security interest in the Collateral Obligations Assets hereunder to the Collateral AgentTrustee, on behalf of the Secured Parties; ; (vii) the Borrower Seller has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion the Collateral granted to the Trustee, on behalf of the Collateral in which Secured Parties, under this Agreement; (viii) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Seller has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Seller has not authorized the filing of and is not aware of any financing statements against the Seller that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Seller under the Sale Agreement, (B) relating to the closing of a Term Securitization contemplated by Section 2.20, or (C) that has been terminated. The Seller is not aware of the filing of any judgment or tax lien filings against the Seller; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; Trustee; (x) other than in the Borrower case of Noteless Loans, with respect to Loans originated by the Originator which are sold by the Originator to the Seller, the Seller has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, if any, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Trustee and, if in registered form, has been specially Indorsed (within indorsed to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower Seller of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by that the Collateral Custodian on behalf Seller of such uncertificated security has registered the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become Trustee as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. This Agreement creates a valid To secure the prompt payment and continuing Lien on the Collateral in favor performance to Lender of all of the Collateral AgentObligations, on behalf of the Secured Parties, which Borrower hereby grants to Lender a continuing security interest in the Collateral. Borrower is validly perfected under Article 9 of the UCC (not authorized to the extent such security interest may be perfected under such article)sell, and is enforceable as such against creditors of and purchasers from the Borrower; the assign, transfer or otherwise convey any Collateral is comprised of Instrumentswithout Lender’s prior written consent, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements except for (a) all the sale of such Security Entitlements have been credited to the Accounts finished inventory in Borrower’s usual course of business and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) other Permitted Transfers. B▇▇▇▇▇▇▇ agrees to sign any instruments and documents requested by L▇▇▇▇▇ to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower has taken agrees to deliver to L▇▇▇▇▇ the originals of all steps necessary instruments, chattel paper and documents evidencing or related to enable Receivables and Collateral upon L▇▇▇▇▇’s reasonable request. Borrower shall not grant or permit any lien or security in the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of or any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (interest therein other than Permitted Liens); the Borrower has received all consents and approvals required by . Regardless of the terms of any Collateral Obligation Credit Card Services Agreement, Borrower agrees that any amounts Borrower owes Lender thereunder shall be deemed to be Obligations hereunder and that it is the granting intent of Borrower and Lender to have all such Obligations secured by a continuing security interest in the Collateral all presently existing and hereafter acquired or arising Collateral. Upon termination of this Agreement, all Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated SecurityCredit Card Services shall be secured by unencumbered cash in such amounts (to be not less than one hundred five percent (105%) of the amount of such Credit Card Services) and on terms reasonably acceptable to Lender, and, effective as of such Certificated Security has been delivered termination date, the balance in any deposit accounts held by Lender and the certificates of deposit issued by Lender in Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates), shall automatically secure such obligations to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning extent of the UCC) then outstanding Credit Card Services; and Borrower authorizes Lender to the Collateral Custodian hold such balances in pledge and to decline to honor any drafts thereon or in blank any requests by an effective Indorsement Borrower or has been registered in the name of the Collateral Custodian upon original issue any other Person to pay or registration of otherwise transfer by the Borrower any part of such Certificated Security, in each case to be held by balances for so long as the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountCredit Card Services continue.

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, “instruments,” “security entitlements,” “general intangibles,” “accounts,” “certificated securities,” “uncertificated securities,” “securities accounts,” “deposit accounts, Investment Property and Proceeds and ,” “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(kk); (iii) with respect to Collateral that constitute Security Entitlements (a) “security entitlements”: a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as “financial assets” within the Accounts as Financial Assets, (b) meaning of the applicable UCC; b. the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Borrower, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a “securities account” under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a “deposit account” as defined in the applicable UCC, the Borrower mayor the applicable Borrower Subsidiary, or may cause the Account Bank and the Collateral Manager toAgent, cause cash on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account without further consent of the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Borrower; (vi) the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (viii) the Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the other Transaction Documents, the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, and any lien in favor of the UCC Account Bank pursuant to a Control Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to the Borrower under the Purchase and Sale Agreement or the Master Participation Agreement, as in effect in Delaware; applicable, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (x) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (xi) other than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 11.11 may serve as such acknowledgement; (xii) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xiii) with respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Agent or the Account Bank on its behalf, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xiv) with respect to be held by any Collateral that constitutes an “uncertificated security,” that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager Servicer to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accountsDeposit Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained in Section 11.3, will be delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Agent that the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been and at such time are pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Document Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Agent (or the Securities Intermediary on its behalf) or the Document Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This (a) The Security Agreement creates a valid and continuing Lien on (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. (b) None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; , or, with respect to the Leases, in favor of the Borrower has not instructed Parties or the Securities Intermediary to comply with the entitlement order Lessee thereunder. (c) The rights and obligations of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control each Owner Subsidiary and each Intermediate Lessee (as defined in lessor, as applicable) under the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts Leases to be invested or distributed in accordance which it is a party with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title respect to the Collateral Pool Aircraft are held free and clear of any Lien (Adverse Claim other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

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

Security Interest. This Agreement creates 7.1. Subject to receipt of the Initial Deposit or payment of any portion of the Total Deposit HOKU hereby grants to JINKO a valid security interest to secure the repayment by HOKU to JINKO of amounts of the Total Deposit actually paid to HOKU, following any of the events set forth in Section 10.5 below, which shall be subordinated in accordance with Section 7.2 below, in all of the tangible and continuing Lien on intangible assets related to HOKU’s polysilicon business (the “Collateral”). JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission. 7.2. JINKO acknowledges and agrees that the security interests and liens in the Collateral in favor will not be first priority security interests, will be expressly subordinated to HOKU’s third-party lenders (the “Senior Lenders”) that provide debt financing for the construction of any HOKU Facility, and may be subordinated as a matter of law to other security interests, and to security interests that are created and perfected prior to the security interest granted to JINKO hereby. JINKO shall enter into subordination agreements with the Senior Lenders on terms and conditions reasonably acceptable to the Senior Lenders. 7.3. In addition, JINKO shall enter into collateral, intercreditor and other agreements (the “Collateral Agreements”) with HOKU’s Senior Lenders, and with Suntech Power Holding Co., Ltd., Solarfun Power Hong Kong Limited, Tianwei New Energy (Chengdu) Wafer Co., Ltd, Wealthy Rise International, Ltd. (Solargiga), ALEX, and HOKU’s other customers who provide prepayments for Products (collectively, “HOKU’s Other Customers”), as may be reasonably necessary to ensure that the security interest granted hereby is pari passu with the security interests that may be granted to HOKU’s Other Customers. JINKO may not unreasonably refuse to sign any such Collateral Agreement, provided that such Collateral Agreement grants JINKO a pari passu priority with respect to HOKU’s Other Customers, and is expressly subordinated to the Senior Lenders. 7.4. The security interest granted hereby shall continue so long as HOKU continues to maintain any amount of the Collateral AgentTotal Deposit, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (and only to the extent of such security interest may be perfected under such article)remaining amount of the Total Deposit being held by HOKU, and is enforceable as such which has not been credited against creditors the shipment of and purchasers from Products pursuant to this Agreement, or otherwise repaid to JINKO. Notwithstanding anything to the Borrower; contrary contained in this Agreement, the Collateral is comprised consisting of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories real property shall secure only the obligations of collateral under the applicable UCC as HOKU to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of refund any Person other than the Borrower, subject to the Lien portion of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Total Deposit to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed JINKO in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of this Agreement. When the Total Deposit is no longer held by HOKU, JINKO will sign such documents as are necessary to release its security interests. 7.5. HOKU and JINKO each agree to act in good faith to execute and deliver any additional document or documents that may be required in furtherance of the foregoing provisions of this Section 7, including the Collateral Obligation Agreements, and in any event, HOKU and JINKO shall enter into the Collateral Agreements prior to HOKU granting any senior security interest to the granting of a security interest in the Collateral Obligations hereunder Senior Lenders. Neither HOKU nor JINKO may unreasonably refuse to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing sign any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountdocument.

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

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) The due and punctual payment of the Obligations on the Securities and the Obligations of the Subsidiary Guarantors under the Subsidiary Guarantees, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (including interest and other Obligations accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), on the Securities, the Subsidiary Guarantees and performance and payment of all other obligations of such Security Entitlements have been credited the Company and the Subsidiary Guarantors to the Accounts Holders or the Trustee and the Securities Intermediary has agreed to treat all assets (other than cash) credited Collateral Trustee under the Note Documents, according to the Accounts terms hereunder or thereunder, are secured as Financial Assetsprovided in the Security Documents. In furtherance of the foregoing, the Company and each Subsidiary Guarantor (a) have entered into the Collateral Trust Agreement, the Intercreditor Agreement and the Pledge Agreement and (b) have delivered or will, on or prior to the Borrower has taken all steps necessary Issue Date, deliver to enable the Collateral Trustee (or the Priority Lien Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this the Intercreditor Agreement, ) all certificates and all cash that is not invested shall be held in other instruments and documents required under the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title Pledge Agreement to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; Trustee and (c) have authorized or will, on or prior to the Borrower has receivedIssue Date, authorize the filing, registration and recording of all Uniform Commercial Code financing statements required by applicable law to be filed, registered or recorded to perfect the Parity Liens created under the Pledge Agreement to the extent required by the Pledge Agreement, the Intercreditor Agreement and this Indenture. The Company and each of the Subsidiary Guarantors consent and agree to be bound by the terms of the Security Documents to which they are parties, as the same may be in effect from time to time, and agree to perform their obligations thereunder in accordance therewith. The Company and the Subsidiary Guarantors hereby agree that, subject to Section 10.6, the delivery requirements contained herein will receive, a written acknowledgment from Intercreditor Agreement and the Collateral Custodian that Trust Agreement, the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Trustee shall hold the Collateral Obligation solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; none all of the underlying promissory notes that constitute or evidence Holders and the other holders of Parity Lien Obligations. (b) Each Holder, by its acceptance of a Security and of the Subsidiary Guarantees, consents and agrees to the terms of the Intercreditor Agreement, the Collateral Obligations has any marks Trust Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and amendments to the Security Documents) as the same may be in effect or notations indicating that they have been pledgedmay be amended from time to time in accordance with their terms, assigned or otherwise conveyed to any Person other than and authorizes and appoints Wilmington Trust, National Association as the Trustee and as the Collateral Agent on behalf of Trustee. The Trustee hereby authorizes and appoints Wilmington Trust, National Association as Collateral Trustee, and each Holder and the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to Trustee direct the Collateral Custodian and, if in registered form, has been specially Indorsed Trustee to enter into any Security Documents to which it is not already party (within the meaning of the UCC) to the Collateral Custodian or in blank including any amendments thereto contemplated by an effective Indorsement or has been registered in the name Section 7.1 of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, Trust Agreement and any security documents to secure additional Parity Lien Debt in each case to be held by the Collateral Custodian on behalf accordance with Section 5.3 of the Collateral Agent Trust Agreement, all as more particularly described in the Collateral Trust Agreement, and any joinders to any Security Documents) and to perform its obligations and exercise its rights thereunder in accordance therewith, subject to the terms and conditions thereof, including, the limitations on duties of the Collateral Trustee provided in Section 5.12 of the Collateral Trust Agreement. The Trustee, the Collateral Trustee and each Holder, by accepting the Securities and the Subsidiary Guarantees of the Subsidiary Guarantors, acknowledges that, as more fully set forth in the Security Documents, the Collateral as now or hereafter constituted shall be held, subject to the Intercreditor Agreement and the Collateral Trust Agreement, for the benefit of all the Secured Parties; and in the case holders of an Uncertificated SecurityParity Lien Obligations, by (A) causing the Collateral Custodian Trustee and the Trustee, and the Lien of this Indenture and the Security Documents is subject to become and qualified and limited in all respects by the registered owner of such Uncertificated Security and causing such registration to remain effectiveIntercreditor Agreement, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary Trust Agreement, the Security Documents and has agreed actions that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountmay be taken thereunder.

Security Interest. This Agreement creates a valid On each Purchase Date, Seller hereby sells, assigns and continuing Lien conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the Collateral related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in favor each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Collateral AgentObligations and hereby grants, on behalf assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Secured PartiesPurchased Mortgage Loans, which security interest is validly perfected under Article 9 of the UCC Facility Documents (to the extent such security interest may be perfected under such articleFacility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and is enforceable insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Reserve Account, and any other accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates solely to any Purchased Mortgage Loans and any other assets to the extent relating solely to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as such against creditors of are specified on a Trust Receipt and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; Exception Report with respect to Collateral that constitute Security Entitlements (a) any of the foregoing, in all of such Security Entitlements have been credited instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments, insurance policies and Interest Rate Protection Agreements to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited extent Seller may not, pursuant to the Accounts as Financial Assetsprovisions thereof, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower mayassign or transfer, or may cause the Collateral Manager to, cause cash in the Accounts to be invested pledge or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of grant a security interest in in, such Take-out Commitments, insurance policies or Interest Rate Protection Agreements without the Collateral Obligations hereunder consent of, or without violating its obligations to, the related Take-out Investor, insurance provider or counterparty to such Interest Rate Protection Agreement, to such but only to the Collateral Agentextent such provisions are not rendered ineffective against the Buyer under Article 9, on behalf Part 4 of the Secured Parties; Uniform Commercial Code (collectively, the Borrower has taken all necessary steps “Repurchase Assets”). (ii) The foregoing paragraph (i) is intended to file constitute a security agreement or authorize other arrangement or other credit enhancement related to the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions Agreement and transactions hereunder as defined under Applicable Law in order to perfect the security interest in that portion Section 101(47)(v) and 741(7)(xi) of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountBankruptcy Code.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) As security for the payment and performance of the Obligations, Pledgor hereby pledges to Secured Party, and hereby grants to Secured Party a security interest in, all of such Security Entitlements have been credited Pledgor’s right, title and interest in, to and under (i) the Accounts Pledged Shares and the Securities Intermediary has agreed to treat all assets (other than cash) credited to Additional Pledged Collateral and any certificates and instruments now or hereafter representing the Accounts as Financial AssetsPledged Shares and the Additional Pledged Collateral, (bii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control rights, interests and claims with respect to the Accounts Pledged Shares and the Additional Pledged Collateral, including under any and all related agreements, instruments and other documents, and (iii) all books, records and other documentation of Pledgor related to the Pledged Shares and the Additional Pledged Collateral, in each case whether presently existing or owned or hereafter arising or acquired and wherever located (collectively, the “Pledged Collateral”). (b) Upon the execution of this Agreement, Pledgor agrees to deliver to Secured Party, at the address designated by Secured Party, the certificate representing the Pledged Shares as listed on Exhibit 1 attached hereto, and an undated stock power covering such certificate, duly executed in blank by Pledgor, or any other equivalent or necessary instrument of transfer. Each and every stock certificate evidencing the Pledged Shares shall contain the following restrictive legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 OR A VALID EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. (c) If Pledgor shall become entitled to receive or shall receive any Additional Pledged Collateral, Pledgor shall accept any such Additional Pledged Collateral as Secured Party’s agent, shall hold it in trust for Secured Party, shall segregate it from other property or funds of Pledgor, and shall deliver all Additional Pledged Collateral and all certificates, instruments and other writings representing such Additional Pledged Collateral forthwith to or for the Accounts are not account of Secured Party, at the address and to the Person to be designated by Secured Party, which shall be in the name suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of any Person other than the Borrowertransfer or assignment in blank, all in form and substance satisfactory to Secured Party, to be held by Secured Party subject to the Lien terms of this Agreement, as part of the Pledged Collateral. Upon accepting any such Additional Pledged Collateral Agent for hereunder, Secured Party shall promptly send a notification to Pledgor describing the benefit Additional Pledged Collateral accepted and held as part of the Pledged Collateral hereunder, which notification shall be deemed to be a Schedule to this Agreement and may be attached hereto. (d) Pledgor shall execute and deliver to Secured Parties; the Borrower has not instructed the Securities Intermediary to comply Party concurrently with the entitlement order execution of this Agreement, and Pledgor hereby authorizes Secured Party to file (with or without Pledgor’s signature), at any Person time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other than documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral Agent; provided thatto Secured Party pursuant to the UCC and to continue perfected, until maintain the priority of or provide notice of the security interest of Secured Party in the Pledged Collateral Agent delivers a Notice and to accomplish the purposes of Exclusive Control this Agreement. Pledgor will cooperate with Secured Party in obtaining control (as defined in the Account Control Agreement), UCC) of Pledged Collateral consisting of investment property. Pledgor will join with Secured Party in notifying any third party who has possession of any Pledged Collateral of Secured Party’s security interest therein and obtaining an acknowledgment from the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash third party that is not invested shall be held in holding the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Pledged Collateral for the Borrower owns benefit of Secured Party. Pledgor ratifies and has good and marketable title authorizes the filing by Secured Party of any financing statement filed prior to the Collateral free and clear of any Lien date hereof describing the Pledged Collateral. (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of e) This Agreement shall create a continuing security interest in the Pledged Collateral Obligations hereunder which shall remain in effect until terminated in accordance with Section 15 of this Agreement. (f) In addition to any liability that Pledgor may have or owe to Secured Party under the Collateral AgentNote, on behalf this Agreement, or any other agreement between Secured Party and Pledgor, Pledgor shall have liability to Secured Party for (i) any damages, costs or other expense suffered by Secured Party as a result of the Secured Parties; the Borrower has taken all necessary steps to file lack of authenticity or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion genuineness of the Pledged Collateral delivered to Secured Party hereunder or the failure of Pledgor to deliver the items specified in which a security interest may be perfected by filing pursuant this Agreement as being required to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to Secured Party; (ii) the Collateral Custodianpayment by Secured Party of expenses hereunder or under any other Documents to which it is a party; or (iii) the Borrower has receivedbreach of any representation, warranty or subject to the delivery requirements other covenant of Pledgor contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or made in connection herewith or failure otherwise to perform its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute obligations hereunder or evidence the Collateral Obligations has under any marks or notations indicating that they have been pledged, assigned or otherwise conveyed other Documents to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian it is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountparty (including any indemnity obligations).

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, “instruments,” “security entitlements,” “general intangibles,” “accounts,” “certificated securities,” “uncertificated securities,” “securities accounts,” “deposit accounts, Investment Property and Proceeds and ,” “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(jj); (iii) with respect to Collateral that constitute Security Entitlements (a) “security entitlements”: a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as “financial assets” within the Accounts as Financial Assets, (b) meaning of the applicable UCC; b. the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Borrower, subject to the Lien of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a “securities account” under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Manager and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the applicable UCC; (v) with respect to any Controlled Account Control Agreement)which constitutes a “deposit account” as defined in the applicable UCC, the Borrower mayBorrower, or may cause the Account Bank and the Collateral Manager toAgent, cause cash on behalf of the Secured Parties, have entered into an account control agreement which permits the Collateral Agent on behalf of the Secured Parties to direct disposition of the funds in such deposit account without further consent of the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Borrower; (vi) the Borrower owns and has good and marketable title to or valid participation interests in (or, with respect to assets securing any Loan Assets, a valid security interest in) the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (viii) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered granted to the Collateral Custodian; the Borrower has receivedAgent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Secured Parties, under this Agreement; (ix) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent for the benefit Agent, on behalf of the Secured Parties; , pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interests granted to the Borrower, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (x) none of the underlying promissory notes (if any) that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xi) with respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xii) with respect to be held by any Collateral that constitutes an “uncertificated security,” that the Borrower shall cause the issuer of such uncertificated security to register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. This Agreement creates a valid (a) To secure the payment of the Indenture Obligations, Alderwoods, the Subsidiary Guarantors and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Trustee and the Securities Intermediary has agreed to treat all assets (other than cash) credited to Exit Facility Agent, have entered into the Accounts as Financial AssetsSecurity Agreement, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control Agreements (as defined in the Account Control AgreementExit Facility), the Borrower may, or may cause the Collateral Manager to, cause cash Deposit Account Agreements (as defined in the Accounts to be invested or distributed in accordance with this AgreementExit Facility) and the Mortgages (collectively, and all cash that is not invested the "COLLATERAL DOCUMENTS"), which shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to grant the Collateral Agent, on behalf of the Secured Parties; Trustee, a Lien on all assets (other than Capital Stock) subject and subordinate to Liens securing the Borrower has taken all necessary steps to file or authorize Exit Facility. The Trustee and each Holder, by accepting Five-Year Notes issued under this Indenture, acknowledge the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion binding effect of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC Documents as in effect and in Delawareexistence on the date hereof; all original executed copies provided, that in the event of each underlying promissory note constituting or evidencing any a conflict between the provisions of Collateral Obligation have been orDocuments and the provisions of the TIA, the provisions of the TIA will be delivered control. The Trustee is hereby authorized to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely execute on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedHolders a collateral agency agreement, assigned or otherwise conveyed to any Person other than which will appoint the Collateral Agent as collateral agent for the Holders, the Guaranty Inducement Agreement and amendments, restatements, supplements, modifications and/or replacements thereto. (b) The Collateral will be held for the equal and ratable benefit and security of the Holders of Five-Year Notes without preference, priority, or distinction of any thereof over any other by reason of difference in time of issuance, sale, or otherwise, and for the enforcement of the Indenture Obligations. (c) The security interests granted hereunder and under the Collateral Documents or any similar agreement or document and any and all rights with respect to any of the Collateral will be subordinated in all respects to security interests and rights with respect to the Collateral granted in respect of the Exit Facility pursuant to the Intercreditor Agreement which the Trustee is hereby authorized to execute on behalf of the Secured Parties; Holders together with such amendments, restatements, supplements, modifications and/or replacements with respect thereto as shall be necessary or desirable to Collateral that constitutes a Certificated Security, give effect to such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed subordination. (within the meaning of the UCCd) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name The initial aggregate book value of the Collateral Custodian upon will be no less than the product of (i) the aggregate original issue or registration principal amount of transfer by the Borrower Exit Facility commitment and the original principal amount of such Certificated Securitythe Five-Year Notes times (ii) 1.25. Except as otherwise provided on Schedule 10.02, in each case to be held by the Collateral Custodian will initially include the real property listed on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSchedule 10.01.

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

Security Interest. This Agreement creates a valid On each Purchase Date, Seller hereby sells, assigns and continuing Lien conveys all rights and interests in the Purchased Assets identified on the Collateral related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in favor Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of the Collateral Agentits Obligations and hereby grants, on behalf of the Secured Parties, which assigns and pledges to Buyer a fully perfected first priority security interest is validly perfected under Article 9 of in: (i) the UCC Purchased Assets; (ii) the Records related to the Purchased Assets; (iii) the Program Documents (to the extent such security Program Documents and Seller’s right thereunder relate to the Purchased Assets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements relating to any Purchased Asset; (xiv) any other contract rights, accounts (including any interest may be perfected under such articleof Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; (xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; (xvi) accounts, chattel paper (including electronic chattel paper), goods (including inventory and is enforceable as such against creditors of equipment and purchasers from the Borrower; the Collateral is comprised of Instrumentsany accessions thereto), Security Entitlementsinstruments (including promissory notes), General Intangiblesdocuments, Certificated Securitiesinvestment property, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property general intangibles (including payment intangibles and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (asoftware) all of such Security Entitlements have been credited in each case related to the Accounts Purchased Assets; and (xvii) together with all accessions and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assetsadditions thereto, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts substitutions and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreementreplacements therefor, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns products and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf proceeds of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securityforegoing, in each case to be held by all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account“Repurchase Assets”).

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

Security Interest. This Agreement creates (a) You grant us a valid first and continuing Lien only lien on and security interest in the Collateral. The Collateral secures the full and timely payment and performance of all of your now existing or hereafter arising indebtedness, liabilities and obligations to us, whether under this Master Agreement, the Schedules, the Notes and any other agreement, loan or lease that you may at any time or times have with us or otherwise (collectively, the "Obligations"). You also grant us a security interest in any additional collateral identified in any Schedule. Any additional collateral is considered to be "Collateral" and it secures all of the Obligations. (b) If we request, you will put labels supplied by us stating "PROPERTY SUBJECT TO A SECURITY INTEREST HELD BY FINOVA CAPITAL CORPORATION" on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and where they are clearly visible. (c) You give us permission to add to this Master Agreement or any Schedule the Accounts are not serial numbers and other information about the Collateral. (d) You give us permission to file this Master Agreement or Uniform Commercial Code financing statements, at your expense, in order to perfect our security interest in the Collateral. You also give us permission to sign your name on the Uniform Commercial Code financing statements where this is permitted by law. (e) You will pay our fees and costs for documentation, closing, administration and termination of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control this Master Agreement), the Borrower mayNotes and Schedules. These fees include such items as reasonable attorneys fees and expenses incurred in preparing this Master Agreement and all agreements, or may cause the Collateral Manager to, cause cash instruments and documents executed in the Accounts to be invested or distributed in accordance with this Agreementconnection herewith, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts amendments, supplements and waivers hereto and thereto, as well as due diligence searches and fees for preparing and filing UCC terminations and releases. You will also pay any filing, recording or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien stamp fees or taxes resulting from filing this Master Agreement or Uniform Commercial Code financing statements. (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a f) At your expense, you will defend our first priority security interest in the Collateral Obligations hereunder to against, and keep the Collateral Agentfree of, on behalf any legal process, liens, other security interests, attachments, levies and executions. You will give us immediate written notice of any legal process, liens, attachments, levies or executions, and you will indemnify us against any loss that results to us from these causes. (g) You will notify us at least 15 days before you change the Secured Parties; address of your principal executive office or principal place of business. Your principal executive office and principal place of business are set forth at the Borrower has taken all necessary steps to file or authorize the filing beginning of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law this Master Agreement. (h) You will promptly sign and return additional documents that we may reasonably request in order to perfect the protect our first priority security interest in that portion of the Collateral. (i) Except as set forth in a Schedule, the Collateral is personal property and will remain personal property. Except as set forth in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orSchedule, you will be delivered to not incorporate it into real estate and will not do anything that will cause the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner part of such Uncertificated Security and causing such registration to remain effective, real estate or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountfixture.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(cc). (aiii) all of such Security Entitlements have been credited to the Accounts The Collection Account and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts Expense Reserve Account are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that. (iv) The Collection Account and Expense Reserve Account constitute a “securities account” or “deposit account”, until the Collateral Agent delivers a Notice of Exclusive Control (as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower mayAccount Bank, or may cause the Collateral Manager to, cause cash in Calculation Agent and the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; , have entered into the Account Control Agreement with respect to the Collection Account and Expense Reserve Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents, will be delivered this Agreement and the security interest granted to the Collateral Custodian; the Borrower has receivedAdministrative Agent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related Participation Registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, uncertificated security or (By) by causing has caused the issuer of such Uncertificated Security uncertificated security to be credited agree to a Securities Account for which comply with instructions of the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that Administrative Agent without further consent of the Collateral Agent has Control over such Securities AccountBorrower.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (and is prior to the extent such security interest may be perfected under such article)all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts, “deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower may, or may cause and the Collateral Manager to, may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement, and . (vi) all cash that is not invested shall be held Accounts (other than the Collateral Account) constitute “deposit accounts” as defined in Section 9-102 of the UCC as in effect from time-to-time in the appropriate deposit State of New York and the Collateral Account constitutes a “securities account; all Accounts constitute Securities Accounts or deposit accounts; ” as defined in the Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Custody Facilities is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than Permitted Liens, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such Uncertificated Security Collateral pursuant to Section 8-106(c) of the UCC and causing such registration to remain control remains effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts Collection Account and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts Collection Account as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are Collection Account is not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Investment Manager to, cause cash in the Accounts Collection Account to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accountsAccounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security uncertificated security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates (a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether on the Maturity Date, by acceleration or otherwise, the due and punctual payment of interest on the overdue principal of and interest on the Notes, to the extent lawful, and the due and punctual performance of all Obligations of the Issuer and the Guarantors to the Holders, the Trustee and/or the Collateral Trustee, in accordance with the terms of the Notes, this Indenture, the Guarantees and the Collateral Documents, shall be secured, according to the terms hereunder or thereunder, by a valid and continuing Lien on the Collateral, subject to Permitted Liens and the terms of the Junior Lien Intercreditor Agreement and the Collateral Trust Agreement, as provided in favor this Indenture and the Collateral Documents, and will be secured by all of the Collateral Agentpledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture and the Collateral Documents, on behalf subject to Permitted Liens, and subject to the terms thereof and the terms of the Secured PartiesJunior Lien Intercreditor Agreement and the Collateral Trust Agreement. (b) Each Holder, which security interest is validly perfected under Article 9 by its acceptance of any Notes and the Guarantees, consents and agrees to the terms of the UCC Collateral Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral and the automatic amendments, supplements, consents, waivers and other modifications thereto without the consent of the Holders) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and authorizes and directs the Collateral Trustee and the Trustee, as applicable, to enter into the Collateral Documents on the Issue Date, and, at any time after the Issue Date, if applicable, any other Collateral Document or intercreditor agreement (any such agreement, in customary market form (as reasonably determined by the Issuer as set forth in an Officer’s Certificate delivered to the extent such security interest may be perfected under such articleTrustee and the Collateral Trustee) that neither contravenes nor is prohibited by this Indenture and other Indebtedness secured by any Collateral or the Junior Lien Intercreditor Agreement or Collateral Trust Agreement and otherwise in form reasonably acceptable to the Collateral Trustee), and any joinders to the foregoing, to which it is enforceable as such against creditors of a party, at any time after the Issue Date, if applicable, to perform its obligations and purchasers from exercise its rights thereunder in accordance therewith; provided, however, that in connection with any Collateral Document or any intercreditor agreement to be entered into after the Borrower; Issue Date, the Trustee or the Collateral Trustee, as applicable, shall be entitled to receive a written request of the Issuer signed by an Officer (a “Collateral Document Order”), the Trustee or the Collateral Trustee, as applicable, is comprised authorized to execute and enter into, and shall execute and enter into, without the further consent of Instrumentsany Holder or the Trustee (if applicable), Security Entitlementsany Collateral Document or intercreditor agreement to be executed after the Issue Date. Such Collateral Document Order shall (i) state that it is being delivered to the Trustee or the Collateral Trustee, General Intangiblesas applicable, Certificated Securitiespursuant to, Uncertificated Securitiesand is a Collateral Document Order referred to in, Securities Accountsthis Section 12.01(b), deposit accounts(ii) instruct the Trustee or the Collateral Trustee, Investment Property as applicable, to execute and Proceeds enter into such Collateral Document or intercreditor agreement and such other categories of collateral under (iii) certify that the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all terms and conditions of such Security Entitlements Collateral Documents are in compliance with this Indenture and that all covenants and conditions precedent, if any to the execution and delivery of the Collateral Document or intercreditor agreement have been credited compiled with; provided that in no event shall the Trustee or the Collateral Trustee, as applicable be required to enter into a Collateral Document or intercreditor agreement that it reasonably determines adversely affects the Accounts Trustee or the Collateral Trustee. The Holders, by their acceptance of the Notes, hereby authorize and direct the Trustee and the Securities Intermediary has agreed Collateral Trustee, as applicable, to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the execute such Collateral Agent to obtain Control with respect to the Accounts Documents and intercreditor agreements. (c) The Trustee and each Holder, by accepting the Accounts are not Notes and the Guarantees, acknowledges that, as more fully set forth in the name of any Person other than the BorrowerCollateral Documents, subject to the Lien of the Collateral Agent as hereafter constituted shall be held for the benefit of all the Secured Parties; Holders and the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than Trustee and the Collateral Agent; provided thatTrustee, until and that the Lien of this Indenture and the Collateral Agent delivers a Notice Documents in respect of Exclusive Control (as defined in the Account Control Agreement)Trustee, the Borrower may, or may cause Collateral Trustee and the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that Holders is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if and qualified and limited in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held all respects by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Documents and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to actions that may be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accounttaken thereunder.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments"instruments", Security Entitlements"security entitlements", General Intangibles"general intangibles", Certificated Securities"tangible chattel paper", Uncertificated Securities"accounts", Securities Accounts"certificated securities", deposit "uncertificated securities" or "securities accounts, Investment Property and Proceeds and " (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.1(o); (iii) with respect to Collateral that constitute Security Entitlements "security entitlements": (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as "financial assets" within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Collateral Agent to obtain Control with respect to Agent, for the Accounts and benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Account which is a "securities account" under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Collateral Manager and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that upon the delivery of a notice of exclusive control under the Securities Account Control Agreement by the Collateral Agent (acting at the direction of the Administrative Agent) following a Termination Event, the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent; provided that, until on behalf of the Collateral Agent delivers a Notice Secured Parties, including with respect to the investment of Exclusive Control cash in Permitted Investments. (iv) all Accounts constitute "securities accounts" as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; applicable UCC; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); ) of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loans in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (viii) other than the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Borrower is not aware of the filing of any judgment or tax lien filings (other than any Permitted Lien) against the Borrower; (ix) all original executed copies of each underlying promissory note constituting note, that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (x) other than in the case of Noteless Loans, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loans solely on behalf of the Collateral Obligations Agent, for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Security; and (xiii) with respect to Collateral that constitutes an Uncertificated Security, in each case the Borrower has caused the issuer of such Uncertificated Security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Contributed Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesContributee, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers Contributees from the Borrower; Contributor; (ii) the Collateral is comprised Loan Assets, along with the related Loan Asset Files, constitute either a “general intangible,” an “instrument,” an “account,” “securities entitlement,” “chattel paper”, “certificated security,” “uncertificated security,” “supporting obligation,” or “insurance” (each as defined in the applicable UCC) or the proceeds of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and the foregoing or real property or such other categories category of collateral under the applicable UCC as to which the Borrower Contributor has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(aa). (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower Contributor owns and has good and marketable title to (or with respect to assets securing any Loan Assets as of the Collateral relevant Cut-Off Date, a valid security interest in) the Contributed Portfolio Contributed by it to the Contributee hereunder on such Contribution Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Contributor has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the Contribution thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Contributee; (v) the Secured Parties; the Borrower Contributor has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral Contributed Portfolio in which a security interest may be perfected by filing pursuant granted hereunder to Article 9 the Contributee; provided that filings in respect of real property shall not be required; (vi) other than (i) as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and (ii) the security interest granted to the Contributee and the Collateral Agent, on behalf of the UCC as Secured Parties, the Contributor has not pledged, assigned, sold, transferred, granted a security interest in effect in Delaware; or otherwise conveyed any of the Contributed Portfolio. The Contributor has not authorized the filing of and is not aware of any financing statements against the Contributor that include a description of collateral covering the Contributed Portfolio other than any financing statement (A) relating to the security interest granted to the Contributee under this Agreement, (B) relating to the closing of a Permitted Securitization contemplated by Section 2.07(c) of the Loan and Servicing Agreement, or (C) that has been terminated or fully and validly assigned to the Collateral Agent on or prior to the date hereof. The Contributor is not aware of the filing of any judgment or tax lien filings against the Contributor; (vii) all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation copies of each Loan Asset Register, as applicable, that constitute or evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loan Assets, the Contributor has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties, provided that the acknowledgment of the Collateral Custodian set forth in Section 13.11 of the Loan and Servicing Agreement may serve as such acknowledgment; (ix) none of the underlying promissory notes or Loan Asset Registers, as applicable, that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Contributed Portfolio that constitutes a Certificated Security“certificated security”, such Certificated Security has been certificated security has, or subject to the delivery requirements herein will be, delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially specifically Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityAgent, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties, upon original issue or registration or transfer by the Contributee of such certificated security; and in and (xi) with respect to any Contributed Portfolio that constitutes an “uncertificated security”, that the case Contributor shall cause the issuer of an Uncertificated Security, by (A) causing such uncertificated security to register the Collateral Custodian to become Agent, on behalf of the Secured Parties, as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all Effective from and after the initial Closing, Cibus hereby grants and shall cause each of such Security Entitlements have been credited the entities listed on Exhibit B (collectively, the “Cibus Entities”) to grant to the Accounts Sellers, to secure the payment and performance in full of Cibus’ obligations under this Agreement, including the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assetspayment of past and future Warrant Purchase Payments, (b) the Borrower has taken all steps necessary to enable a continuing security interest in the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Intellectual Property Security Agreement), wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof, pursuant to and in accordance with the Borrower mayterms of the Intellectual Property Security Agreement. Subject to the terms and conditions of the Intellectual Property Security Agreement, Cibus represents, warrants, and covenants, for and on behalf of itself and each of the other Cibus Entities, that the security interest granted pursuant to the Intellectual Property Security Agreement shall at all times continue to be a senior security interest in the Collateral, subject only to Permitted Liens. (b) Subject to the terms and conditions of Section 5.4(c), following Cibus’ failure to make full and prompt payment of any Warrant Purchase Payment or portion thereof when due (such failure, a “Payment Breach”), the Sellers, acting solely and exclusively through the Seller Representative (acting as Collateral Agent under the Intellectual Property Security Agreement), shall be entitled to exercise all rights and remedies available under the Intellectual Property Security Agreement and this Agreement. (c) On behalf of itself and each of the Cibus Entities, Cibus hereby authorizes the Seller Representative, at the sole cost and expense of the Sellers, to file financing statements or take any other action required on behalf of the Sellers to perfect the Sellers’ security interests in the Collateral, with notice to the Cibus Entities, in all appropriate jurisdictions to perfect or protect the Sellers’ interest or rights under the Collateral, including a notice that any disposition of the Collateral, except to the extent permitted by the terms of this Agreement and the Intellectual Property Security Agreement, by the Cibus Entities, or may any other Person, shall be deemed to violate the rights of the Sellers under the Code. Cibus further agrees to procure, deliver or execute and deliver to the Seller Representative, and to cause each of the Cibus Entities to procure, deliver or execute and deliver to the Seller Representative from time to time as reasonably requested, all additional security agreements, instruments and documents, each in form and substance reasonably satisfactory to the Seller Representative, to perfect or protect the Sellers’ security interests in the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted LiensSection 1.5(c); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates 6.1. Subject to receipt of the Initial Deposit and or payment of any portion of the Main Deposit HOKU hereby grants to SOLARFUN a valid security interest to secure the repayment by HOKU to SOLARFUN of the Total Deposit following any of the events set forth in Section 9.6 below, which shall be subordinated in accordance with Section 6.2 below, in all of the tangible and continuing Lien on intangible assets related to HOKU’s polysilicon business (the “Collateral”). 6.2. SOLARFUN acknowledges and agrees that the security interests and liens in the Collateral in favor will not be first priority security interests, will be expressly subordinated to HOKU’s third-party lenders (the “Senior Lenders”) that provide debt financing for the construction of any HOKU Facility, and may be subordinated as a matter of law to other security interests, and to security interests that are created and perfected prior to the security interest granted to SOLARFUN hereby. SOLARFUN shall enter into subordination agreements with the Senior Lenders on terms and conditions reasonably acceptable to the Senior Lenders. 6.3. In addition, SOLARFUN shall enter into collateral, intercreditor and other agreements (the “Collateral Agreements”) with HOKU’s Senior Lenders, and with SANYO Electric Co., Ltd., Suntech Power Holding Co., Ltd., Global Expertise Wafer Division, Ltd., and HOKU’s other customers who provide prepayments for Products (collectively, “HOKU’s Other Customers”), as may be reasonably necessary to ensure that the security interest granted hereby is pari passu with the security interests that may be granted to HOKU’s Other Customers. SOLARFUN may not unreasonably refuse to sign any such Collateral Agreement, provided that such Collateral Agreement grants SOLARFUN a pari passu priority with respect to HOKU’s Other Customers, and is expressly subordinated to the Senior Lenders. 6.4. The security interest granted hereby shall continue so long as HOKU continues to maintain any amount of the Collateral AgentTotal Deposit, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (and only to the extent of such security interest may be perfected under such article)remaining amount of the Total Deposit being held by HOKU, and is enforceable as such which has not been credited against creditors the shipment of and purchasers from Products pursuant to this Agreement, or otherwise repaid to SOLARFUN. Notwithstanding anything to the Borrower; contrary contained in this Agreement, the Collateral is comprised consisting of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories real property shall secure only the obligations of collateral under the applicable UCC as HOKU to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of refund any Person other than the Borrower, subject to the Lien portion of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Total Deposit to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed SOLARFUN in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of this Agreement. 6.5. HOKU and SOLARFUN each agree to act in good faith to execute and deliver any Collateral Obligation to additional document or documents that may be required in furtherance of the granting foregoing provisions of a security interest in this Section 6, including the Collateral Obligations hereunder Agreements. Neither HOKU nor SOLARFUN may unreasonably refuse to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing sign any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountdocument.

Security Interest. This Agreement creates a valid On each Purchase Date, Seller hereby sells, assigns and continuing Lien conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the Collateral related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in favor each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Collateral AgentObligations and hereby grants, on behalf assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Secured PartiesPurchased Mortgage Loans, which security interest is validly perfected under Article 9 of the UCC Facility Documents (to the extent such security interest may be perfected under such articleFacility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), and is enforceable as any related Take-out Commitments related to such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsPurchased Mortgage Loans, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral any right to payment under the applicable UCC Joint Securities Agreement, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Reserve Account, the Operating Account, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as to which the Borrower has complied with its obligations as set forth herein; are specified on a Trust Receipt and Exception Report with respect to Collateral that constitute Security Entitlements (a) any of the foregoing, in all of such Security Entitlements have been credited instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited extent Seller may not, pursuant to the Accounts provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments without the consent of, or without violating its obligations to, the related Take-out Investor to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”). (ii) The foregoing paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as Financial Assetsdefined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. (iii) Upon the repurchase of any Purchased Mortgage Loan by the Seller or the sale of a Purchased Mortgage Loan to any third party and receipt by Buyer in each case of the related Repurchase Price, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to any eMortgage Loan, the Accounts and (c) the Accounts are not in the name Buyer shall initiate a Transfer of any Person other than the Borrower, subject to the Lien Location of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply eNotes and Delegatee status with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (respect thereto as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected directed by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSeller.

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (and is prior to the extent such security interest may be perfected under such article)all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts, “deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower may, or may cause and the Collateral Manager to, may cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; . (vi) all Accounts constitute Securities Accounts or deposit “securities accounts; ” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian or Document Custodian (as applicable) of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s or the Document Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than Permitted Liens and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral except as permitted pursuant to this Agreement. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such Uncertificated Security and causing such registration Collateral pursuant to remain effective, or (BSection 8-106(c) by causing such Uncertificated Security to be credited to a Securities Account for which of the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountUCC.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments"instruments", Security Entitlements"financial assets", General Intangibles"security entitlements", Certificated Securities"general intangibles", Uncertificated Securities"chattel paper", Securities Accounts"accounts", "certificated securities", "uncertificated securities", "securities accounts", "deposit accounts", Investment Property "supporting obligations" or "insurance" (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(cc). (aiii) all of such Security Entitlements have been credited to the Accounts Each Collection Account, Expense Reserve Account, Operating Account and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are Custody Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; . As of the Closing Date, all of the Accounts of the Borrower has not instructed are set forth on Schedule V hereto and are subject to an Account Control Agreement. (iv) Each of the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatCollection Account, until the Collateral Agent delivers Expense Reserve Account, Operating Account and Custody Account constitute a Notice of Exclusive Control ("securities account" or "deposit account", as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower mayAccount Bank, or may cause the Calculation Agent, the Collateral Manager toCustodian, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, Portfolio Asset Servicer and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; the , have entered into an Account Control Agreement with respect to each Collection Account, Expense Reserve Account, Operating Account and Custody Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents, will be delivered this Agreement and the security interest granted to the Collateral Custodian; the Borrower has receivedAdministrative Agent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related Participation Registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, "certificated security," such Certificated Security certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an "uncertificated security", in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, uncertificated security or (By) by causing has caused the issuer of such Uncertificated Security uncertificated security to be credited agree to a Securities Account for which comply with instructions of the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that Administrative Agent without further consent of the Collateral Agent has Control over such Securities AccountBorrower.

Security Interest. This Capitalized terms used in this Section 10 and Section 15 but not defined in this Agreement creates a valid shall have the meanings specified in the New York Uniform Commercial Code (as from time to time in effect in the State of New York, the “NYUCC”). (a) As security for the prompt and continuing Lien on complete payment and performance of each obligation and liability, whether known or unknown, hereunder or otherwise, present or future, actual, contingent or unliquidated or owed jointly or severally (or in any other capacity whatsoever) by Customer to DBSl or any Affiliate, and to the Collateral in favor of the Collateral Agentmaximum extent permitted by Applicable Law, Customer hereby pledges, assigns and grants to DBSl, on behalf of the Secured Partiesitself and as agent for each Affiliate, which a first priority lien on, continuing security interest is validly perfected in, and a right of set-off against, all Collateral. DB Entities and Customer each acknowledge and agree that each DB Entity that holds Collateral holds such Collateral for itself and also as agent and bailee for all other DB Entities that are secured parties under Article 9 any Affiliate Contract. Customer and DB Entities acknowledge and agree that any and all proceeds of any enforcement of any Collateral pledged by Customer pursuant to a particular Affiliate Contract shall be applied (i) first, to satisfy and discharge the UCC (obligations owed by Customer to the extent such security interest may be perfected relevant DB Entity under such article)Affiliate Contract and, and is enforceable as after such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been satisfied in full and (ii) second, to satisfy and discharge the obligations owed by Customer to DB Entities under all other Affiliate Contracts. Customer, DBSl and each Affiliate acknowledge and agree that the grant of security herein to each such Affiliate is to DBSl acting as agent on behalf of each such Affiliate. (b) Customer and DBSl acknowledge and agree that all Collateral (including cash, commodities and Commodities Contracts and other contracts) held in or credited from time to the Accounts and the time to an account that is a Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts Account shall be treated as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and . (c) the Accounts are Customer acknowledges and agrees that any Collateral consisting of time deposits, Deposit Accounts, commodities or Commodities Contracts or other property that for any reason is not in the name of any Person other than the Borrowerdeemed to be or may not be treated as a Financial Asset under Applicable Law shall be deemed to be, subject and will to the Lien maximum extent permissible under Applicable Law be, under the control of DBSl (either for itself or as agent for the relevant Affiliate(s)), including by virtue of compliance with Section 9-104 of the NYUCC. (d) All Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary pledged to comply with the entitlement order of or held by any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested DB Entity shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien all liens, security interests, claims and encumbrances (other than Permitted Liensliens solely in favor of DBSl or Affiliates); , and Customer shall not cause or allow any of the Borrower has received all consents and approvals required by the terms Collateral, whether now owned or hereafter acquired, to be or become subject to any liens, security interests, mortgages, or encumbrances of any Collateral Obligation kind (other than liens solely in favor of DBSl or Affiliates). (e) Customer agrees that it will and hereby authorizes each DB Entity to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agentexecute, on behalf of the Secured Parties; the Borrower has taken all deliver, file and record any financing statement or other document and take any other action that such DB Entity deems necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law desirable or may reasonably request in order to create and perfect its security interests in the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orCollateral, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered formthe case of Investment Property, has been specially Indorsed (to grant each DB Entity possession or control within the meaning of the UCCNYUCC over such Collateral. (f) to the Collateral Custodian All Contracts for or in blank by an effective Indorsement or has been registered on Customer’s behalf in the name Account shall be deemed to be included in a single account whether or not such Contracts are segregated on DBSI’s records into separate accounts, either severally or jointly with others. (g) Customer and each of the DB Entities acknowledge and agree that (i) any and all transfers of Collateral Custodian upon original issue under any Affiliate Contract are “transfers” “under” and “in connection with” “swap agreements”, or registration of transfer by “margin payments” or “settlement payments” within the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf meaning of the Code, (ii) all Collateral Agent for the benefit of the Secured Parties; is held to margin, guarantee, secure and settle “swap agreements”, “forward contracts”, “securities contracts”, “repurchase agreement” and “commodity contracts” (as such terms are defined in the case Code) as part of an Uncertificated Security, by a single business relationship and arrangement and (Aiii) causing this Agreement is hereby incorporated into each Affiliate Contract that is a “swap agreement” under the Code and any transfer hereunder shall be a transfer “under” and “in connection with” each such Affiliate Contract. Nothing in this Agreement providing for a security interest in Collateral Custodian to become the registered owner pledged in connection with a particular Affiliate Contract or a particular obligation of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited Customer owed to a Securities Account for which the DB Entity shall affect any calculation of margin or right of any DB Entity to require additional margin or other Collateral Custodian is to secure any other Affiliate Contract or other obligation of Customer owed to such DB Entity (including, without limitation, all requirements under, and imposed by, such DB Entity as a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountresult of Applicable Law).

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Sale Portfolio in favor of the Collateral Agent, on behalf of the Secured PartiesPurchaser, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Transferor; (ii) the Collateral is Loan Assets, along with the related Loan Files, are comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, "instruments," "security entitlements," "general intangibles," "accounts," "certificated securities," "uncertificated securities," "securities accounts," "deposit accounts, Investment Property and Proceeds and ," "supporting obligations" or "insurance" (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower Transferor has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.1(s); (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower Transferor owns and has good and marketable title to (or with respect to assets securing any Loan Assets, a valid security interest in) the Collateral Sale Portfolio Sold by it to the Purchaser hereunder on such Purchase Date, free and clear of any Lien (other than Permitted Liens); ) of any Person; (iv) the Borrower Transferor has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset, to the Sale thereof and the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Purchaser; (v) the Secured Parties; the Borrower Transferor has taken all necessary steps to file or authorize caused the filing of all appropriate UCC financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Sale Portfolio and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing pursuant granted to Article 9 the Purchaser under this Agreement; (vi) other than as expressly permitted by the terms of this Agreement and the Loan and Servicing Agreement and the security interest granted to the Purchaser and the Administrative Agent, on behalf of the UCC as Secured Parties, the Transferor has not pledged, assigned, sold, granted a security interest in effect in Delaware; or otherwise conveyed any of the Sale Portfolio. The Transferor has not authorized the filing of and is not aware of any financing statements against the Transferor that include a description of collateral covering the Sale Portfolio other than any financing statement (A) relating to the security interest granted to the Purchaser under this Agreement, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the related Purchase Date. The Transferor is not aware of the filing of any judgment or Tax lien filings against the Transferor; (vii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation evidence each Loan Asset have been orbeen, or subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (viii) other than in the Borrower case of Noteless Loans, the Transferor has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee of the Administrative Agent, is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loan Assets solely on behalf of and for the Administrative Agent, for the benefit of the Secured Parties; (ix) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; ; (x) with respect to Collateral any Sale Portfolio that constitutes a Certificated Security, "certificated security," such Certificated Security certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Purchaser of such Certificated Securitycertificated security; and (xi) with respect to any Sale Portfolio that constitutes an "uncertificated security", in each case that the Transferor shall cause the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral Portfolio in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“accounts”, Uncertificated Securities“certificated securities”, Securities Accounts“uncertificated securities”, deposit “securities accounts”, Investment Property and Proceeds and “supporting obligations” or “insurance” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under this Section 4.01(ii); (iii) with respect to that portion of the Collateral Portfolio that constitute Security Entitlements (a) “security entitlements”: a. all of such Security Entitlements security entitlements have been credited to one of the Controlled Accounts and the Securities Intermediary securities intermediary for each Controlled Account has agreed to treat all assets (other than cash) credited to such Controlled Account as “financial assets” within the Accounts as Financial Assets, (b) meaning of the applicable UCC; b. the Borrower has taken all steps necessary to enable cause the securities intermediary to identify in its records the Borrower, subject to the security interest of the Collateral Agent to obtain Control with respect to Agent, for the Accounts and (c) benefit of the Secured Parties, as the Person having a security entitlement against the securities intermediary in each of the Controlled Accounts; and c. the Controlled Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; . The securities intermediary of any Controlled Account which is a “securities account” under the Borrower UCC has not instructed the Securities Intermediary agreed to comply with the entitlement order orders and instructions of any Person other than the Borrower, the Servicer and the Collateral Agent (acting at the direction of the Administrative Agent) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that, until upon the Collateral Agent delivers delivery of a Notice of Exclusive Control by the Collateral Agent (acting at the direction of the Administrative Agent), which Notice of Exclusive Control has not been rescinded, the securities intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent, on behalf of the Secured Parties, including with respect to the investment of cash in Permitted Investments; (iv) all Controlled Accounts constitute “securities accounts” or “deposit accounts” as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; applicable UCC; (v) the Borrower owns and has good and marketable title to (or, with respect to assets securing any Loan Asset, a valid security interest in or, with respect to a Participation Interest, a valid beneficial ownership interest in) the Collateral Portfolio free and clear of any Lien (other than Permitted Liens)) of any Person; provided that, with respect to any Participation Interest purchased by the Borrower, the Borrower shall not be the record owner of the underlying Loan Asset until the Elevation (as defined in the Master Participation Agreement) of such assigned Participation Interest; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan Asset to the granting of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral Portfolio and that portion of the Collateral Loan Assets in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; provided that no filings will be required in respect of real property; (viii) other than as expressly permitted by the terms of this Agreement and the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC Collateral Portfolio. 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 Portfolio other than any financing statement (A) relating to the security interests granted to the Borrower under the Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Collateral Agent or the Borrower, as in effect in Delaware; applicable, on or prior to the Closing Date. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan Asset has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; ; (x) other than in the case of Noteless Loan Assets, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its Custodian, as the bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of Agent, is holding the underlying promissory notes that constitute or evidence the Loan Assets solely on behalf of and for the Collateral Obligations Agent, for the benefit of the Secured Parties; provided that the acknowledgement of the Collateral Custodian set forth in Section 12.11 may serve as such acknowledgement; (xi) none of the underlying promissory notes (if any) that constitute or evidence the Loan Assets has any marks or notations indicating that they have been are currently pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xii) with respect to any Collateral Portfolio that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Custodian, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security, or has been credited to a Controlled Account or another securities account for which a securities intermediary has agreed in each case a control agreement in form and substance reasonably satisfactory to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control (as defined in the UCC) over such Securities Accountsecurities account; and (xiii) with respect to any Collateral Portfolio that constitutes an “uncertificated security”, that the Borrower shall either cause the issuer of such uncertificated security to register the Collateral Agent, on behalf of the Secured Parties, as the registered owner of such uncertificated security; or cause such uncertificated security to be credited to a Controlled Account or another securities account for which a securities intermediary has agreed in a control agreement in form and substance reasonably satisfactory to the Collateral Agent that the Collateral Agent has Control (as defined in the UCC) over such securities account.

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral AgentTrustee, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“accounts”, Uncertificated Securities“certificated securities”, Securities Accounts, deposit “uncertificated securities” or “securities accounts, Investment Property and Proceeds and ” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower has taken all steps necessary to enable cause the Collateral Agent securities intermediary to obtain Control with respect to identify in its records the Accounts and Trustee as the Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent for the benefit of the Secured Parties; the Trustee. The Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral AgentTrustee; provided that, until the Collateral Agent Trustee delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower may, or and the Servicer may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; Permitted Investments. (iv) all Accounts constitute Securities Accounts or deposit accounts; Accounts; (v) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (vi) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting Granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral AgentTrustee, on behalf of the Secured Parties; ; (vii) the Borrower has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion the Collateral granted to the Trustee, on behalf of the Collateral in which Secured Parties, under this Agreement; (viii) other than the security interest granted to the Trustee, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest may be perfected by filing pursuant to Article 9 in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement, or (B) that has been terminated. The Borrower is not aware of the filing of any judgment or tax lien filings against the Borrower; (ix) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Custodian; Trustee; (x) other than in the case of Noteless Loans, with respect to Loans originated by the Originator which are sold by the Originator to the Borrower, the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian Trustee that the Collateral Custodian Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans solely on behalf of and for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, if any, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Trustee, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Trustee and, if in registered form, has been specially Indorsed (within indorsed to the meaning Trustee, on behalf of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement or has been registered in the name of the Collateral Custodian Trustee, on behalf of the Secured Parties, upon original issue or registration of transfer by the Borrower seller of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by that the Collateral Custodian on behalf seller of such uncertificated security has registered the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become Trustee as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article)UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute constitutes Security Entitlements (a) all of such Security Entitlements have been credited to the Pledged Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Pledged Accounts as Financial AssetsAssets and that any cash credited to the Pledged Accounts shall be held in the related Deposit Account that forms part of such Pledged Account and which the Securities Intermediary has agreed shall be maintained as, “deposit accounts” as defined in Section 9-102 of the UCC, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Pledged Accounts and (c) the Pledged Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager Services Provider to, cause cash in the Pledged Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Pledged Accounts constitute Securities Accounts or deposit accountsAccounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid On each Purchase Date, Seller hereby sells, assigns and continuing Lien conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the Collateral related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in favor each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Collateral AgentObligations and hereby grants, on behalf assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Secured PartiesPurchased Mortgage Loans, which security interest is validly perfected under Article 9 of the UCC Facility Documents (to the extent such security interest may be perfected under such articleFacility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and is enforceable insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Reserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as such against creditors of are specified on a Trust Receipt and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; Exception Report with respect to Collateral that constitute Security Entitlements (a) any of the foregoing, in all of such Security Entitlements have been credited instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited extent Seller may not, pursuant to the Accounts as Financial Assetsprovisions thereof, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower mayassign or transfer, or may cause the Collateral Manager to, cause cash in the Accounts to be invested pledge or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of grant a security interest in in, such Take-out Commitments or Interest Rate Protection Agreements without the Collateral Obligations hereunder consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the Collateral Agentextent such provisions are not rendered ineffective against the Buyer under Article 9, on behalf Part 4 of the Secured Parties; Uniform Commercial Code (collectively, the Borrower has taken all necessary steps “Repurchase Assets”). (ii) The foregoing paragraph (i) is intended to file constitute a security agreement or authorize other arrangement or other credit enhancement related to the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions Agreement and transactions hereunder as defined under Applicable Law in order to perfect the security interest in that portion Section 101(47)(v) and 741(7)(xi) of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountBankruptcy Code.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of prior to all other Liens (except for Permitted Liens); (ii) the UCC Receivables and Related Security constitute “instruments”, “general intangibles”, “tangible chattel paper” or “accounts” (to the extent such security interest may be perfected under such article), and is enforceable each as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under defined in the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; UCC); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary securities intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower it has taken all steps necessary to enable cause the Collateral securities intermediary to identify in its records the Administrative Agent to obtain Control with respect to as the Accounts and Person having a security entitlement against the securities intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the LLC Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the . The LLC Borrower has not instructed authorized or allowed the Securities Intermediary securities intermediary of any Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, that until the Collateral Administrative Agent delivers a Notice notice of Exclusive Control (as defined in exclusive control under the Securities Account Control Agreement), the Borrower may, or Borrowers and the Servicer may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; Permitted Investments. (iv) all Accounts constitute Securities Accounts or deposit “securities accounts; ” as defined in the Borrower applicable UCC; (v) it owns and has good and marketable title to the Collateral (including all Receivables added to the Collateral on the applicable Funding Date therefor) free and clear of any Lien (other than Permitted Liens); the Borrower ) of any Person; (vi) it has received all consents and approvals required by the terms of any Collateral Obligation Receivable to the granting of a security interest in the Collateral Obligations such Receivable hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of ; (vii) all appropriate financing statements have been filed in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion granted to the Administrative Agent, on behalf of the Collateral Secured Parties, under this Agreement in which the Receivables and in the other Collateral, to the extent that a security interest in such other Collateral may be perfected by the filing of a financing statement; (viii) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement or as otherwise permitted in accordance with the Transaction Documents, it has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. It has not authorized the filing of and is not aware of any financing statements against itself that includes a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. It is not aware of the filing of any judgment or tax lien filings against itself; (ix) all original executed copies of each underlying promissory note constituting instrument that constitute or evidencing any Collateral Obligation have evidence each Receivable has been or, will be delivered to the Collateral Custodian; the Borrower ; (x) it has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation instrument that constitutes or evidences each Receivable solely on behalf of the Collateral Agent and for the benefit of the Secured Parties; ; (xi) none of the underlying promissory notes Underlying Instruments that constitute or evidence the Collateral Obligations Receivables has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; , and other than markings related to debt paid in full prior to the inclusion of such Receivable in the Collateral; (xii) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Administrative Agent or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower it of such Certificated Securitycertificated security; and (xiii) with respect to Collateral that constitutes an “uncertificated security”, in each case to be held by the Collateral Custodian on behalf of the Collateral Administrative Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become is registered as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Collection Account and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accountsAccounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security uncertificated security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates (a) You grant us a valid first and continuing Lien only lien on and security interest in the Collateral. The Collateral secures the full and timely payment and performance of all of your now existing or hereafter arising indebtedness, liabilities and obligations to us, whether under this Master Agreement, the Schedules, the Notes and any other agreement, loan or lease that you may at any time or times have with us or otherwise (collectively, the "Obligations"). You also grant us a security interest in any additional collateral identified in any Schedule. Any additional collateral is considered to be "Collateral" and it secures all of the Obligations. (b) If we request, you will put labels supplied by us stating "PROPERTY SUBJECT TO A SECURITY INTEREST HELD BY FINOVA CAPITAL CORPORATION" on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and where they are clearly visible. (c) You give us permission to add to this Master Agreement or any Schedule the Accounts are not serial numbers and other information about the Collateral. (d) You give us permission to file this Master Agreement or Uniform Commercial Code financing statements, at your expense, in order to perfect our security interest in the Collateral. You also give us permission to sign your name on the Uniform Commercial Code financing statements where this is permitted by law. (e) You will pay our fees and costs for documentation, closing, administration and termination of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control this Master Agreement), the Borrower mayNotes and Schedules. These fees include such items as reasonable attorneys fees and expenses incurred in preparing this Master Agreement and all agreements, or may cause the Collateral Manager to, cause cash instruments and documents executed in the Accounts to be invested or distributed in accordance with this Agreementconnection herewith, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts amendments, supplements and waivers hereto and thereto, as well as due diligence searches and fees for preparing and filing UCC terminations and releases. You will also pay any filing, recording or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien stamp fees or taxes resulting from filing this Master Agreement or Uniform Commercial Code financing statements. (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a f) At your expense, you will defend our first priority security interest in the Collateral Obligations hereunder to against, and keep the Collateral Agentfree of, on behalf any legal process, liens, other security interests, attachments, levies and executions. You will give us immediate written notice of any legal process, liens, attachments, levies or executions, and you will indemnify us against any loss that results to us from these causes. (g) You will notify us at least 15 days before you change the Secured Parties; address of your principal executive office or principal place of business. Your principal executive office and principal place of business are set forth at the Borrower has taken all necessary steps to file or authorize the filing beginning of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law this Master Agreement. (h) You will notify us at least 15 days before you change your state of incorporation. (i) You will promptly sign and return additional documents that we may reasonably request in order to perfect the protect our first priority security interest in that portion of the Collateral. (j) Except as set forth in a Schedule, the Collateral is personal property and will remain personal property. Except as set forth in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orSchedule, you will be delivered to not incorporate it into real estate and will not do anything that will cause the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner part of such Uncertificated Security and causing such registration to remain effective, real estate or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountfixture.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent As security for the benefit prompt payment when due of the Secured Parties; the Borrower all amounts pursuant to this Note and any renewals, extensions or modifications thereof, OP Holdings, LLC, a Delaware limited liability company (“OP Holdings”) has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of granted Payee a security interest in the Collateral Obligations hereunder Assets pursuant to a Security Agreement in substantially the form of Exhibit A attached hereto (the “Security Agreement”). (b) Upon the payment by Maker of at least Thirty Million Five Hundred Thousand Dollars ($30,500,000) in immediately available funds on or prior to the Collateral AgentMaturity Date, Payee shall release its security interest in the Assets. (c) Upon the payment by Maker of Twenty Five Million Dollars ($25,000,000) (the “Applicable Payment Amount”) on or prior to the Maturity Date, Payee agrees that it will enter into an intercreditor agreement with the financial institution that provides the financing that enables Maker to pay the Applicable Payment Amount (the “Lender”), on behalf of the Secured Parties; the Borrower has taken all necessary steps terms and conditions reasonably satisfactory to file or authorize the filing of all appropriate financing statements Payee, pursuant to which Payee and Lender (each a “Creditor”) agree that Payee’s security interest in the proper filing office Assets securing Indebtedness of up to a principal amount of $5,500,000 under this Note and Lender’s security interest in the appropriate jurisdictions under Assets securing the Indebtedness of Maker or OP Holdings, as applicable, to the Lender with respect to the Applicable Law in order to perfect Payment Amount shall rank pari passu, without preference or priority of the security interest in that portion of one Creditor over the security interest of the Collateral in which other Creditor. (d) In connection with a security interest may be perfected by filing payment pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting Section 2(b) or evidencing any Collateral Obligation have been or2(c) above, Payee will be delivered consent to the Collateral Custodian; incurrence of any Indebtedness by OP Holdings that enables the Borrower has received, or subject Maker to make such payment so long as the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower aggregate principal amount of such Certificated Security, Indebtedness thereunder does not the exceed the Applicable Payment Amount and no agreement evidencing such Indebtedness restricts or postpones the Maker’s payment obligations to Payee under this Note in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountany way.

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor Section 8 of the Collateral AgentExisting Master Repurchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following: (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loans, on behalf in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Secured PartiesPurchased Mortgage Loans, which security interest is validly perfected under Article 9 the Records (including, without limitation, copies of all documentation in connection with the UCC underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule), all related Servicing Rights, the Program Agreements (to the extent such security interest may be perfected under such articleProgram Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and is enforceable as such insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any), Income, the Collection Account and all amounts held therein, the Over/Under Account and all amounts held therein, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts), all of Seller’s right (but not its obligations), title and interest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights (but not its obligations) against creditors and in respect of the Underlying Repurchase Counterparty related to the Underlying Repurchase Transactions, and purchasers from the Borrower; the Collateral is comprised of Instrumentsany other contract rights, Security Entitlementsinstruments, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans, all collateral, however defined, securing any other agreement between Seller or Guarantor on the one hand and Proceeds Buyer on the other hand, general intangibles and such other categories of collateral under assets relating to the applicable UCC as to which Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Borrower has complied with its obligations as set forth herein; Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of foregoing and any Person other than the Collateral Agent; provided thatproperty, until the Collateral Agent delivers rights, title or interests as are specified on a Notice of Exclusive Control Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (as defined in the Account Control Agreement)collectively, the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens“Repurchase Assets”); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid (a) To secure the payment, observance and continuing Lien on performance of the Collateral Obligations, each Obligor hereby restates and confirms the mortgages, pledges, assignments and grants of Liens and security interests made by such Obligor in favor of the Administrative Agent and the Lenders pursuant to the Security Documents and agrees that such mortgages, pledges, assignments, Liens and security interests will constitute continuing security interests in and Liens on the Collateral, including without limitation, all Collateral Agentacquired by the Obligors after the Petition Date, on behalf in favor of the Secured Parties, which security interest is validly perfected under Article 9 Administrative Agent for the ratable benefit of the UCC (Lenders, as security for the Obligations. Such Liens and security interests will constitute valid, perfected and enforceable security interests in and Liens on the Collateral and all proceeds, products, substitutions and replacements thereof, subject, however, to the extent such first priority security interest may be perfected interests of the Senior Lender under such article)the Senior Exit Facility Documents and other Permitted Liens. Notwithstanding the foregoing, it is acknowledged and agreed that neither Automotive Safety Components International, S.A. de C.V. nor Automotive Safety Components International s.r.o (during any time it is an Obligor) has entered into, and is enforceable as such against creditors neither of and purchasers from them will enter into, any mortgages, pledges, assignments or other grants of Liens or security interests in favor of the Borrower; Administrative Agent or the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, Lenders. (b) The security interests in and Liens on the Borrower has taken Collateral securing the Obligations will be senior in rank and priority to all steps other Liens on and security interests in the Collateral, except for any other valid, perfected and enforceable security interests and Liens (i) in favor of the Senior Lender, or (ii) arising after the Closing Date that are expressly permitted under the Senior Exit Facility Documents or the Plan of Reorganization. No Liens or security interests in the Collateral securing the Obligations, and no claim of the Administrative Agent or any Lender hereunder in respect of the Obligations, will be subject to subordination to any other Lien or security interest or claim or to surcharge, whether by operation of law or otherwise; provided that the claims and security interests of the Administrative Agent and the Lenders hereunder in respect of the Obligations will be subordinated to the claims and security interests of the Senior Lender as provided herein, in the Senior Exit Facility Documents and in the Intercreditor Agreement. (c) Each Obligor will, at its sole cost and expense, take all actions that may be necessary or desirable, or that the Administrative Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Liens on and security interests in the Collateral in conformity with the requirements of this Article 7, or to enable the Collateral Administrative Agent and the Lenders to obtain Control with respect to exercise or enforce their rights hereunder and under the Accounts Security Documents, including executing and (c) the Accounts are not in the name of any Person other than the Borrowerdelivering financing statements, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatpledges, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)designations, the Borrower mayhypothecations, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, notices and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, assignments in each case in form and substance satisfactory to be held by the Collateral Custodian on behalf of Administrative Agent relating to the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Securitycreation, by (A) causing the Collateral Custodian to become the registered owner validity, perfection, maintenance or continuation of such Uncertificated Security Liens and causing such registration to remain effective, security interests under the Uniform Commercial Code or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountother applicable law.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to It being expressly understood and agreed that the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent security interest granted herein for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect Parties shall be subject to the subordination terms of the Intercreditor Agreement, the following liens on the Collateral that constitutes a Certificated Securityare hereby granted: (1) As security for the payment or performance, such Certificated Security has been delivered as the case may be, in full of the First Lien Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates, transfers and grants to the Collateral Custodian andAgent and its successor and assigns, if in registered form, has been specially Indorsed (within for the meaning ratable benefit of the UCCFirst Lien Secured Parties, a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral. (2) As security for the payment or performance, as the case may be, in full of the Second Lien Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates transfers and grants to the Collateral Custodian or in blank by an effective Indorsement or has been registered in Agent and its successor and assigns, for the name ratable benefit of the Collateral Custodian upon original issue or registration of transfer by the Borrower Second Lien Secured Parties, a security interest in, all of such Certificated SecurityGrantor’s right, in each case title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be held by subject and subordinate to the Collateral Custodian on behalf Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause and further subject to the provisions of the Intercreditor Agreement. The Liens granted hereunder to secure the First Lien Obligations and the Second Lien Obligations are collectively referred to herein as the “Security Interest”. (b) Without limiting the foregoing, the Collateral Agent is hereby authorized to file one or more financing statements (including fixture filings), continuation statements, filings with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) or other documents for the benefit purpose of perfecting, confirming, continuing, enforcing or protecting the Secured Parties; Security Interest granted by each Grantor, without the signature of any Grantor, and in naming any Grantor or the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security Grantors as debtors and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountas secured party.

Security Interest. This (a) The Security Agreement creates a valid and continuing (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens (other than, in the case of priority, the Permitted Lien described in clause (p) of the definition of Permitted Lien), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties. The relevant Lessor Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens. Schedule 3.06 hereto lists, (i) to the knowledge of the Obligors after due inquiry, all Permitted Liens described in clause (e) or (j) of the definition of Permitted Liens on the Pool Aircraft Collateral existing as of the Effective Date and (ii) all Permitted Liens described in clause (n) of the definition of Permitted Liens on the Pool Aircraft Collateral existing as of the Effective Date of which a responsible officer of any Obligor has received written notice. (b) None of the Collateral nor any Pool Aircraft Collateral has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; , or, with respect to the Leases, in favor of the Borrower has not instructed Parties or the Securities Intermediary to comply with the entitlement order Lessee thereunder. (c) The rights and obligations of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control each Lessor Subsidiary and each Intermediate Lessee (as defined in lessor, as applicable) under the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts Leases to be invested or distributed in accordance which it is a party with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title respect to the Collateral Pool Aircraft are held free and clear of any Lien (Adverse Claim other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates a valid (i) On each Purchase Date, each Seller hereby sells, assigns and continuing Lien conveys all of its rights and interests in the Purchased Assets identified on the Collateral related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in favor the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Collateral AgentPurchased Assets, on behalf of the Secured PartiesRecords, which security interest is validly perfected under Article 9 of and all Servicing Rights, Income, Ancillary Income and Advance Reimbursements related to the UCC Purchased Assets, Mortgage Files related to the Purchased Assets, the Facility Documents (to the extent such security interest may be perfected under such articleFacility Documents and Sellers’ rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and is enforceable as such against creditors insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and purchasers from any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Borrower; extent that the Collateral is comprised of Instrumentsforegoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, Security Entitlementswithout limitation, General Intangiblesany other accounts) or any interest in the Purchased Assets, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the applicable UCC one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as to which the Borrower has complied with its obligations as set forth herein; are specified on a Trust Receipt and Custodian Asset Transmission with respect to Collateral that constitute Security Entitlements any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (acollectively, the “Primary Repurchase Assets”). (ii) In order to further secure the Obligations, each of POP and PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of such Security Entitlements have been credited POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Records and all Servicing Rights related to the Accounts Underlying Repurchase Assets, Ancillary Income and the Securities Intermediary has agreed to treat all assets (other than cash) credited Advance Reimbursements related to the Accounts as Financial Underlying Repurchase Assets, the Facility Documents (bto the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Borrower has taken extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, all steps necessary collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates, on the one hand, and Buyer or Buyer’s Affiliates, on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to enable any of the Collateral Agent foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). This paragraph is intended to obtain Control constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. POP acknowledges and agrees that its rights with respect to the Accounts and Repurchase Assets (c) the Accounts are not including without limitation its security interest in the name Purchased Assets and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any Person other than the Borrower, subject action it takes with respect to the Lien of Underlying Repurchase Assets at any time that such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. In the Collateral Agent event that any Seller is deemed to retain any residual Servicing Rights, and for the benefit avoidance of the Secured Parties; the Borrower has not instructed the Securities Intermediary doubt, each Seller grants, assigns and pledges to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of Buyer a security interest in the Collateral Obligations hereunder Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Collateral Agent, on behalf Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Secured Parties; the Borrower has taken all necessary steps Bankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or authorize statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing of all appropriate costs for any financing statement or statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing prepared pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountthis Section 8.

Security Interest. This Agreement creates a valid On each Purchase Date, Seller hereby sells, assigns and continuing Lien conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the Collateral related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in favor each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Collateral AgentObligations and hereby grants, on behalf assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Secured PartiesPurchased Mortgage Loans, which security interest is validly perfected under Article 9 of the UCC Facility Documents (to the extent such security interest may be perfected under such articleFacility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and is enforceable insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the ReserveOperating Account, and any other accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates solely to any Purchased Mortgage Loans and any other assets to the extent relating solely to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as such against creditors of are specified on a Trust Receipt and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; Exception Report with respect to Collateral that constitute Security Entitlements (a) any of the foregoing, in all of such Security Entitlements have been credited instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments, insurance policies and Interest Rate Protection Agreements to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited extent Seller may not, pursuant to the Accounts as Financial Assetsprovisions thereof, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower mayassign or transfer, or may cause the Collateral Manager to, cause cash in the Accounts to be invested pledge or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of grant a security interest in in, such Take-out Commitments, insurance policies or Interest Rate Protection Agreements without the Collateral Obligations hereunder consent of, or without violating its obligations to, the related Take-out Investor, insurance provider or counterparty to such Interest Rate Protection Agreement, to such but only to the Collateral Agentextent such provisions are not rendered ineffective against the Buyer under Article 9, on behalf Part 4 of the Secured Parties; Uniform Commercial Code (collectively, the Borrower has taken all necessary steps “Repurchase Assets”). (ii) The foregoing paragraph (i) is intended to file constitute a security agreement or authorize other arrangement or other credit enhancement related to the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions Agreement and transactions hereunder as defined under Applicable Law in order to perfect the security interest in that portion Section 101(47)(v) and 741(7)(xi) of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountBankruptcy Code.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the Collateral applicable UCC) in the Loan Assets in favor of the Collateral Agent, on behalf of the Secured PartiesIssuer, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; Trust Depositor; (ii) such Loans, along with the Collateral is comprised related Loan Files, constitute either a "general intangible," an "instrument," an "account," "investment property," or "chattel paper," within the meaning of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements UCC; (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (biii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower Issuer owns and has good and marketable title to the Collateral such Loan Assets free and clear of any Lien (other than Permitted Liens); , claim or encumbrance of any Person; (iv) the Borrower Trust Depositor has received all consents and approvals required by the terms of any Collateral Obligation the Loan Assets to the granting sale of a security interest in the Collateral Obligations Loan Assets hereunder to the Collateral Agent, on behalf of Issuer; (v) the Secured Parties; the Borrower Trust Depositor has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law applicable law in order to perfect the security interest in that portion of such Loan Assets granted to the Collateral in which Issuer under this Agreement; (vi) other than the security interest granted to the Issuer pursuant to this Agreement, the Trust Depositor has not pledged, assigned, sold, granted a security interest may be perfected by in or otherwise conveyed any of such Loan Assets. The Trust Depositor has not authorized the filing pursuant of and is not aware of any financing statements against the Trust Depositor that include a description of collateral covering such Loan Assets other than any financing statement (A) relating to Article 9 the security interest granted to the Trust Depositor under the Loan Sale Agreement, or (B) that has been terminated. The Trust Depositor is not aware of the UCC as in effect in Delaware; filing of any judgment or tax Lien filings against the Trust Depositor; (vii) all original executed copies of each underlying promissory note constituting Underlying Note that constitute or evidencing any Collateral Obligation evidence the Loan Assets have been or, will be delivered to the Collateral Custodian; Indenture Trustee; (viii) the Borrower Trust Depositor has received, or subject to the delivery requirements contained herein will receive, received a written acknowledgment from the Collateral Custodian Indenture Trustee that the Collateral Custodian Indenture Trustee or its bailee is holding each underlying promissory note evidencing a Collateral Obligation the Underlying Notes that constitute or evidence the Loan Assets solely on behalf of the Collateral Agent and for the benefit of the Secured PartiesSecurityholders and the Hedge Counterparties; and (ix) none of the underlying promissory notes Underlying Notes that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountIssuer.

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

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager Servicer to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accountsAccounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(cc). (aiii) all of such Security Entitlements have been credited to the Accounts TheEach Collection Account and, Expense Reserve Account are, Operating Account and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are Custody Account is not in the name of any Person other than the Borrower▇▇▇▇▇▇▇▇, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; . As of the Fifth Amendment Effective Date, all of the Accounts of the Borrower has not instructed are set forth on Schedule V hereto and are subject to an Account Control Agreement. (iv) TheEach of the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatCollection Account andAccounts, until the Collateral Agent delivers Expense Reserve Account, Operating Account and Custody Accounts constitute a Notice of Exclusive Control (“"securities account”" or “"deposit account”", as applicable as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower mayAccount BankPortfolio Asset Servicer, or may cause the Calculation Agent, the Collateral Manager toCustodian, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, Account Bank and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; the , have entered into thean Account Control Agreement with respect to theeach Collection Account and, Expense Reserve Account, Operating Account and Custody Account. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents, will be delivered this Agreement and the security interest granted to the Collateral Custodian; the Borrower has receivedAdministrative Agent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related ParticipationParticipant Registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower either (x) has caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, uncertificated security or (By) by causing has caused the issuer of such Uncertificated Security uncertificated security to be credited agree to a Securities Account for which comply with instructions of the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that Administrative Agent without further consent of the Collateral Agent has Control over such Securities AccountBorrower.

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected by filing a UCC-1 financing statement under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive USActive 31637433.4 -96- Control (as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager Servicer to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accountsDeposit Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been and at such time are pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective, . or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; it; (ii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“security entitlements”, General Intangibles“general intangibles”, Certificated Securities“tangible chattel paper”, Uncertificated Securities“accounts”, Securities Accounts“certificated securities”, deposit “uncertificated securities” or “securities accounts, Investment Property and Proceeds and ” (each as defined in the applicable UCC) and/or such other categories category of collateral under the applicable UCC as to which the Borrower it has complied with its obligations as set forth herein; under this Section 4.1(o); (iii) with respect to Collateral that constitute Security Entitlements “security entitlements”: (a1) all of such Security Entitlements security entitlements have been credited to one of the Accounts and the Securities Intermediary for each Account has agreed to treat all assets (other than cash) credited to such Account as “financial assets” within the Accounts as Financial Assets, meaning of the applicable UCC; (b2) the Borrower it has taken all steps necessary to enable cause the Securities Intermediary to identify in its records the Collateral Agent to obtain Control with respect to Agent, for the Accounts and benefit of the Secured Parties, as the Person having a security entitlement against the Securities Intermediary in each of the Accounts; and (c3) the Accounts are not in the name of any Person other than the Borrowerit, subject to the Lien lien of the Collateral Agent Agent, for the benefit of the Secured Parties; the Borrower has not instructed the . The Securities Intermediary of any Account which is a “securities account” under the UCC has agreed to comply with the entitlement order orders and instructions of any Person other than it, the Collateral Manager and the Collateral Agent (acting at the direction of the Lead Lender) in accordance with the Transaction Documents, including causing cash to be invested in Permitted Investments; provided that upon the delivery of a notice of exclusive control under the applicable Securities Account Control Agreement by the Collateral Agent (acting at the direction of the Lead Lender) following a Termination Event, the Securities Intermediary has agreed to only follow the entitlement orders and instructions of the Collateral Agent; provided that, until on behalf of the Collateral Agent delivers a Notice Secured Parties, including with respect to the investment of Exclusive Control cash in Permitted Investments. (iv) all Accounts constitute “securities accounts” as defined in the Account Control Agreement), the Borrower may, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower applicable UCC; (v) it owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower ) of any Person; (vi) it has received all consents and approvals required by the terms of any Collateral Obligation Loan and all consents, licenses, approvals or authorizations of or registrations or declarations of any Governmental Authority or any Person required to be obtained, effected or given by it to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower ; (vii) it has taken all necessary steps to file or authorize caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loans in which a security interest may be perfected by filing granted to the Collateral Agent, on behalf of the Secured Parties, under this Agreement; (viii) other than the security interest granted to the Collateral Agent, on behalf of the Secured Parties, pursuant to Article 9 this Agreement, it has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the UCC as in effect in Delaware; Collateral. It has not authorized the filing of and is not aware of any financing statements against it that include a description of collateral covering the Collateral other than any financing statement that has been terminated and/or fully and validly assigned to the Collateral Agent on or prior to the date hereof. It is not aware of the filing of any judgment or tax lien filings (other than any Permitted Lien) against it; (ix) all original executed copies of each underlying promissory note constituting note, that constitute or evidencing any Collateral Obligation have been orevidence each Loan has been, or subject to the delivery requirements contained herein, will be delivered to the Collateral Document Custodian; ; (x) other than in the Borrower case of Noteless Loans, it has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Document Custodian that the Collateral Document Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Loans solely on behalf of the Collateral Obligations Agent, for the benefit of the Secured Parties; (xi) none of the underlying promissory notes, that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Agent, on behalf of the Secured Parties; ; (xii) with respect to Collateral that constitutes a Certificated Security, such Certificated Security has been delivered to the Document Custodian on behalf of the Collateral Custodian Agent for the benefit of the Secured Parties and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian Agent, for the benefit of the Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower it of such Certificated Security; and with respect to Collateral that constitutes an Uncertificated Security, in each case it has caused the issuer of such Uncertificated Security to be held by register the Collateral Custodian Agent, on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become as the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities AccountSecurity.

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

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC of the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the Loan Parties. (ii) The Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the UCC of the State of New York), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC of the State of New York as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(y). (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are The Collection Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers . (iv) The Collection Account constitutes a Notice of Exclusive Control (“deposit account” as defined in the Account Control Agreement)UCC of the State of New York. (v) The Borrower, the Borrower mayAccount Bank, or may cause the Collateral Manager to, cause cash in Facility Servicer and the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; , have entered into the Borrower has taken all necessary steps to file or authorize Account Control Agreement. (vi) The Loan Parties have authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Loan Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents (including Permitted Liens), will be delivered this Agreement and the security interest granted to the Collateral Custodian; the Borrower has receivedAdministrative Agent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit Secured Parties, pursuant to this Agreement, no Loan Party has pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. No Loan Party has authorized the filing of or is aware of any financing statements against a Loan Party that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.10. No Loan Party is aware of the filing of any judgment or Tax lien filings against a Loan Party, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Collateral Obligations Loan Assets has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within indorsed to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement indorsement (as specified in Section 8-102(a)(11) of the UCC of the State of New York) or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower Loan Parties of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security,” the applicable Loan Party has caused the issuer of such uncertificated security to register the Administrative Agent, in each case to be held by the Collateral Custodian on behalf of the Collateral Secured Parties, as the registered owner of such uncertificated security. (xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower. (xii) Holdings consents to the transfer of any Pledged Equity to the Administrative Agent or its designee, in connection with an exercise of remedies in accordance with Applicable Law following, and during the occurrence of, an Event of Default and to the substitution of the Administrative Agent or its designee as a member in the Borrower with all the rights and powers related thereto, subject to the terms of this Agreement. (xiii) The Pledged Equity shall not be represented by a certificate unless (A) the limited liability company agreement of the Borrower expressly provides that such interest shall be a “security” within the meaning of Article 8 of the UCC of the applicable jurisdiction and (A) such certificate shall be delivered as provided in clause (xiv) below. (xiv) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially indorsed to the Administrative Agent, for the benefit of the Secured Parties; and , or in blank by an effective indorsement (as specified in Section 8-102(a)(11) of the UCC of the State of New York) or has been registered in the case name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (xv) If any portion of the Pledged Equity constitutes an Uncertificated Security“uncertificated security”, by (A) causing Holdings has caused the Collateral Custodian Borrower of such uncertificated security to become register the Administrative Agent, on behalf of the Secured Parties, as the registered owner holder of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountuncertificated security.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (and is prior to the extent such security interest may be perfected under such article)all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; ; (ii) This Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York. (iii) the Collateral is comprised of Instruments“instruments”, Security Entitlements“general intangibles”, General Intangibles“certificated securities”, Certificated Securities“security entitlements”, Uncertificated Securities“uncertificated securities”, Securities Accounts, “deposit accounts”, Investment Property “securities accounts”, “investment property” and Proceeds “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; under Section 4.1(m)(i); (iv) with respect to Collateral that constitute Security Entitlements constitutes Deposit Accounts: (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b1) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to the Accounts and each such Account; and (c2) the such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the InvestmentCollateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement. (v) with respect to Collateral that constitutes Security Entitlements: (1) all of such Security Entitlements have been credited to an Account that is a Securities Intermediary Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York; (2) the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and (3) the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Collateral Administrative Agent; provided that, until the Collateral Administrative Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)Control, the Borrower may, or and the InvestmentCollateral Manager may cause the Collateral Manager to, cause cash in the Accounts that are Securities Accounts to be invested or in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement, and all cash that is not invested shall be held . (vi) each Account constitutes a “securities account” as defined in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York; (vii) the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens described in clauses (a), (d) or (f) of the definition of Permitted Liens); ; (viii) the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Loan to the granting of a security interest in the Collateral Obligations Loans hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; ; (ix) the Borrower has taken all necessary steps to file or authorize the filing of Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; the Borrower’s jurisdiction of organization; (x) upon the delivery to the Collateral Custodian and the Document Custodian of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority perfected security interest in all of the Collateral in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York; (xi) other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement or any Third Party Sale Agreement, as applicable, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower; (xii) all original executed copies of each underlying promissory note constituting that constitute or evidencing any Collateral Obligation have evidence each Loan has been or, subject to the delivery requirements contained herein, will be delivered to the Collateral Document Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; ; (xiii) none of the underlying promissory notes that constitute or evidence the Collateral Obligations Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Administrative Agent on behalf of the Secured Parties; ; (xiv) with respect to Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case certificated security; and (xv) with respect to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of that constitutes an Uncertificated Security, by (A) causing the Collateral Custodian Borrower has caused the Administrative Agent to become the registered owner gain “control” of such Uncertificated Security Collateral pursuant to Section 8-106(c) of the UCC and causing such registration to remain control remains effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Account.

Security Interest. This Agreement creates The Seller has granted a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, deposit accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement)UCC) to the Trust Collateral Agent, as agent for the Borrower mayNoteholders, or may cause the Collateral Manager to, cause cash in the Accounts to be invested or distributed Seller Property, which is enforceable in accordance with this AgreementApplicable Law upon the Closing Date and each Distribution Date on which Subsequent Seller Property is sold to the Issuer, as applicable. Upon the filing of UCC-1 financing statements naming the Trust Collateral Agent as secured party and all cash that is not invested shall be held the Seller as debtor, or upon the Trust Collateral Agent obtaining possession or control, in the appropriate deposit account; all Accounts constitute Securities Accounts case of that portion of the Seller Property which constitutes tangible or deposit accounts; electronic chattel paper or instruments, the Borrower owns and has good and marketable title to Trust Collateral Agent, as agent for the Collateral free and clear of any Lien (other than Permitted Liens); secured parties under the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of Indenture, shall have a first priority perfected security interest in the Collateral Obligations hereunder Seller Property. All filings (including such UCC filings) as are necessary in any jurisdiction to perfect the interest of the Trust Collateral Agent, on behalf as agent for the Trust, in the Seller Property have been made. 2.8 Clauses (a), (b), (d), (f)(ii), (g) and (h)(i) of Section 3.03 of the Secured Parties; Agreement are hereby amended in their respective entirety and as so amended shall read as follows: (a) The Trust hereby revocably appoints Credit Acceptance as custodian of the Borrower has taken all necessary steps Dealer Agreements, the Purchase Agreements, the Contract Files and the Certificates of Title related to file the Financed Vehicles. Credit Acceptance hereby accepts such appointment and agrees to hold and/or control, or authorize appoint an agent to hold and/or control, each Dealer Agreement, Purchase Agreement, Contract File and, in states where it is required by applicable law, the filing original Certificate of all appropriate financing statements Title related to each Financed Vehicle under this Agreement as custodian for the Trust and the Trust Collateral Agent. (i) On or prior to the Closing Date and each Distribution Date during the Revolving Period, the Servicer shall provide an Acknowledgment substantially in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion form of Exhibit E hereto dated as of the Closing Date or such Distribution Date, as applicable, to the Owner Trustee and the Trust Collateral Agent confirming that the Servicer has received and is in which a security interest may be perfected by filing pursuant to Article 9 possession of the UCC original copy, or has control over the “authoritative copy” (as such term is used in effect in Delaware; all original executed copies Section 9-105 of the UCC), of each underlying promissory note constituting Dealer Agreement listed on Schedule A hereto (or evidencing any Collateral Obligation have been orsuch amendment or supplement to Schedule A relating to each Distribution Date, will be delivered to as applicable). (ii) If, on the Collateral Custodian; 120th day after the Borrower Closing Date or the 120th day after each Distribution Date during the Revolving Period, the Servicer has received, or subject to not verified the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf presence of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute original or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, “authoritative copy” (as such Certificated Security has been delivered to the Collateral Custodian and, if term is used in registered form, has been specially Indorsed (within the meaning Section 9-105 of the UCC) of the Contract related to the Contracts listed on Schedule A hereto (or such amendment or supplement to Schedule A relating to each Distribution Date during the Revolving Period, as applicable) with respect to at least 98.0% of the number of Contract Files required to be reviewed by each such 120th day in accordance with Section 3.03(d) hereof, the Servicer shall provide notice to the Owner Trustee and the Trust Collateral Custodian Agent as of such date indicating the number of Incomplete Contracts as of such date. (iii) On or in blank by prior to the 180th day after the Closing Date and the 180th day after each Distribution Date during the Revolving Period, the Servicer shall provide an effective Indorsement or has been registered Acknowledgment substantially in the name form of Exhibit E hereto, dated as of such date, to the Owner Trustee and the Trust Collateral Agent confirming that the Servicer has verified the presence of the Collateral Custodian upon original issue or registration “authoritative copy” (as such term is used in Section 9-105 of transfer by the Borrower UCC) of such Certificated Security, in each case the contract related to at least 98.0% of the Contract Files required to be held reviewed by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and such date in the case of an Uncertificated Security, by (Aaccordance with Section 3.03(d) causing the Collateral Custodian to become the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accounthereof.

Security Interest. (i) This Agreement creates a valid and continuing Lien on security interest (as defined in the applicable UCC) in the Collateral in favor of the Collateral Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC prior to all other Liens (to the extent such security interest may be perfected under such articleexcept for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the . (ii) The Collateral Portfolio is comprised of Instruments“instruments”, Security Entitlements“financial assets”, General Intangibles“security entitlements”, Certificated Securities“general intangibles”, Uncertificated Securities“chattel paper”, Securities Accounts“accounts”, “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, Investment Property “supporting obligations” or “insurance” (each as defined in the applicable UCC), and Proceeds and the proceeds of the foregoing, or such other categories category of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(aa). (aiii) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets (other than cash) credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are The Collection Account is not in the name of any Person other than the Borrower, subject to the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; . (iv) The Collection Account constitutes a “deposit account” or a “securities account” as provided in the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Account Control (Agreement and as defined in the Account Control Agreement)applicable UCC. (v) The Borrower, the Borrower mayAccount Bank, or may cause the Collateral Manager to, cause cash in Facility Servicer and the Accounts to be invested or distributed in accordance with this Agreement, and all cash that is not invested shall be held in the appropriate deposit account; all Accounts constitute Securities Accounts or deposit accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; , have entered into the Account Control Agreement. (vi) The Borrower has taken all necessary steps to file or authorize authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Collateral and that portion of the Collateral Portfolio Assets in which a security interest granted to the Administrative Agent, on behalf of the Secured Parties, under this Agreement may be perfected by filing pursuant to Article 9 filing; provided that filings in respect of real property shall not be required. (vii) Other than as expressly permitted by the terms of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orTransaction Documents, will be delivered this Agreement and the security interest granted to the Collateral Custodian; the Borrower has receivedAdministrative Agent, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for Secured Parties, pursuant to this Agreement, the benefit Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Secured Parties; none Collateral. The Borrower has not authorized the filing of any financing statements against the Borrower that include a description of collateral covering the Collateral other than any financing statement (A) that has been terminated or fully and validly assigned to the Administrative Agent or (B) reflecting the transfer of assets on a Release Date pursuant to (and simultaneously with or subsequent to) the consummation of any transaction contemplated under (and in compliance with the conditions set forth in) Section 2.11. The Borrower is not aware of the filing of any judgment or Tax lien filings against the Borrower, other than Permitted Liens. (viii) None of the underlying promissory notes or related loan registers or Participation Agreements or related participation registers, as applicable, that constitute or evidence the Collateral Obligations Portfolio Assets has any marks or notations indicating that they the Portfolio Assets have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent Administrative Agent, on behalf of the Secured Parties; with . (ix) With respect to any Collateral that constitutes a Certificated Security, “certificated security,” such Certificated Security certificated security has been delivered to the Collateral Custodian Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed (within to the meaning Administrative Agent, for the benefit of the UCC) to the Collateral Custodian Secured Parties, or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by the Borrower of such Certificated Securitycertificated security. (x) With respect to any Collateral that constitutes an “uncertificated security”, in each case the Borrower has either (x) caused the issuer of such uncertificated security to be held by register the Collateral Custodian Administrative Agent, on behalf of the Collateral Secured Parties, as the registered owner of such uncertificated security, or (y) has caused the issuer of such uncertificated security to agree to comply with instructions of the Administrative Agent without further consent of the Borrower. (xi) The Pledged Equity issued by the Borrower has been duly and validly authorized and issued by the Borrower. (xii) This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pledged Equity in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is prior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from Holdings. (xiii) Holdings has authorized the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in the Pledged Equity. (xiv) Other than as expressly permitted by the terms of the Transaction Documents, this Agreement and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, Holdings has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Pledged Equity. Holdings has not authorized the filing of any financing statements against Holdings that include a description of collateral covering the Pledged Equity. Holdings is not aware of the filing of any judgment or Tax lien filings against Holdings, other than Permitted Liens. (xv) If any portion of the Pledged Equity constitutes a “certificated security,” such certificated security has been delivered to the Administrative Agent, on behalf of the Secured Parties and, if in registered form, has been specially Indorsed to the Administrative Agent, for the benefit of the Secured Parties; and , or in blank by an effective Indorsement or has been registered in the case name of the Administrative Agent, for the benefit of the Secured Parties, upon original issue or registration of transfer by Holdings of such certificated security. (xvi) If any portion of the Pledged Equity constitutes an Uncertificated Security“uncertificated security”, by Holdings has (Ax) causing caused the issuer of such uncertificated security to register the Administrative Agent, on behalf of the Secured Parties, as the registered holder of such uncertificated security, or (y) caused the issuer of such uncertificated security to agree to comply with instructions of the Administrative Agent without further consent of the issuer. (xvii) Except as permitted pursuant to Section 5.04(e), Holdings’ location (within the meaning of Article 9 of the UCC) is Maryland. Except as permitted pursuant to Section 5.04(e), the principal place of business and chief executive office of Holdings (and the location of Holdings’ records regarding the Pledged Equity (other than those delivered to the Collateral Custodian pursuant to become this Agreement)) is located at the registered owner of such Uncertificated Security and causing such registration to remain effective, or (B) by causing such Uncertificated Security to be credited to a Securities Account for which the Collateral Custodian is a Securities Intermediary and has agreed that such Uncertificated Security constitutes a Financial Asset and that the Collateral Agent has Control over such Securities Accountaddress set forth under its name on Schedule IV.