Common use of Security Interest Clause in Contracts

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

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

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

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

Security Interest. This Agreement creates Assignment constitutes either (i) a valid ----------------- transfer and continuing Lien on assignment to the Collateral in favor Trust of all right, title and interest of the Collateral Agent, on behalf of Seller in and to Receivables now existing and hereafter created in the Secured Parties, which security interest is validly perfected under Article 9 of the UCCAdditional Accounts designated hereby, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC as in effect in the State of New York) of such Receivables and Insurance Proceeds and Recoveries relating thereto, and such Receivables and any proceeds thereof and Recoveries allocable to the Borrower Trust and the Servicer may cause cash in Interchange relating to such Receivables pursuant to Section 2.5(k) of the Accounts to Agreement will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under Seller or any of its Affiliates except for (x) Liens permitted under subsection 2.3(b) of the Pooling and Servicing Agreement and subject to Section 9.306 of the transfer UCC in effect in the State of New York, (y) the interest of the Holder of the Seller Certificate and granting (z) the Seller's right to interest accruing on, and investment earnings in respect of, the Collection Account, the Retention Account or any Series Account as provided in the Pooling and Servicing Agreement; or (ii) it constitutes a grant of a security interest (as defined in the Collateral Obligations hereunder UCC as in effect in the State of New York) in such property to the Collateral AgentTrust, on behalf which is enforceable with respect to the existing Receivables of the Secured Parties[Additional Accounts] [Automatic Additional Accounts] designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the proceeds (as defined in the UCC as in effect in the State of New York) thereof, Recoveries allocable to the Trust and Interchange with respect to such Receivables pursuant to subsection 2.5(k) of the Pooling and Servicing Agreement upon such creation; and (iii) if this Assignment constitutes the Borrower has taken all necessary steps grant of a security interest to file or authorize the Trust in such property, upon the filing of all appropriate a financing statements statement described in Section 4 of this Assignment with respect to the Additional Accounts designated hereby and, in the proper filing office case of Receivables hereafter created in such Additional Accounts and the proceeds (as defined in the appropriate jurisdictions under Applicable Law UCC as in order effect in the State of New York) thereof, Insurance Proceeds relating to perfect such Receivables, Recoveries allocable to the Trust and Interchange with respect to such Receivables pursuant to subsection 2.5(k) of the Pooling and Servicing Agreement, upon such creation, the Trust shall have a first priority perfected security interest in that portion such property, except for Liens permitted under subsection 2.5(b) of the Collateral Pooling and Servicing Agreement or as provided in which a security interest may be perfected by filing pursuant to Article 9 Section 9-306 of the UCC as in effect in Delaware; all original executed copies the State of each underlying promissory note constituting Connecticut or evidencing any Collateral Obligation have been orNew York, 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 whichever is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveapplicable.

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

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

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

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

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Secured Party free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing Lien on security interest (as defined in the Collateral UCC) in the Additional Accounts in favor of the Collateral AgentSecured Party, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured PartiesTrust, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsChase USA, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts and (c) designated hereby, the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting grant of a security interest to the Secured Party in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the Collateral Obligations hereunder to the Collateral Agent, on behalf case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Secured Parties; Party shall have a first priority perfected security interest in such property (subject to Section 9-315 the Borrower UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has taken all necessary steps to file caused or authorize will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law 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 Receivables granted 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 Party hereunder. The Receivables 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 ("accounts" within the meaning of the applicable UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid (a) Each Fund shall at all times place and continuing Lien on maintain all of its assets in the Collateral in favor custody of the Collateral AgentCustodian other than, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; solely with respect to Collateral that constitute Security Entitlements Midas Magic and Midas Fund, any cash on deposit in a deposit account Midas Magic or Midas Fund, as the case may be, maintains with The Huntington National Bank (a"Huntington") so long as (i) the assets in the applicable deposit account with Huntington consist solely of either (x) cash subscription proceeds received by the applicable Fund from its investors (the "Subscription Proceeds"), (y) cash deposited in such account by the Custodian which is to be used to promptly fund a redemption request which is made and has not yet been funded (such amounts being hereinafter referred to as the "Redemption Funds") or (z) cash deposited in such account by the Custodian which is to be used promptly to fund fees owing to National Securities Clearing Corporation (the "NSCC Funds"); (ii) all Subscription Proceeds are immediately (but in any event not later than the second Business Day after which such Subscription Proceeds are received) sent to the applicable Fund's account maintained with the Custodian; (iii) no Redemption Funds are deposited in any such account prior to a redemption request having been made and not prior to one Business Day prior to the date such redemption will be honored and, to the extent such redemption request is rescinded or otherwise not being funded, such Redemption Funds are immediately returned to the applicable Fund's account maintained with the Custodian; (iv) no NSCC Funds are deposited into such account prior to one Business Day prior to the date the fees owing to National Securities Clearing Corporation to which such NSCC Funds relate are due; and (v) such assets not held in custody with State Street are held in accordance with, and in compliance with, the Investment Company Act (including any no-action letters thereunder). To secure the payment and performance of the Obligations, each Fund grants to State Street a first priority security interest in all cash and all securities and other financial assets at any time held for the account of such Security Entitlements Fund by or through State Street, whether as Custodian or otherwise (collectively, the "Collateral"). If an Event of Default shall have been credited occurred, State Street shall have the rights and remedies of a secured party under the Uniform Commercial Code of the Commonwealth of Massachusetts and other applicable law, including the right to apply the Collateral consisting of available cash and to sell or otherwise dispose of the non-cash Collateral to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps extent necessary to enable the Collateral Agent obtain payment or reimbursement for an Obligation. State Street, as Custodian, may at any time decline to obtain Control with respect to the Accounts follow "Proper Instructions" under 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)Custody Agreement to deliver out cash, securities or other financial assets if State Street determines in its reasonable discretion that, after giving effect to the Proper Instructions, the Borrower and cash, securities or other financial assets remaining will not have sufficient value fully to secure the Servicer may cause cash in the Accounts to be invested Obligations, whether contingent or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title otherwise. State Street's recourse to the Collateral free and clear of any Lien (other than Permitted Liens); Fund will not exceed 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 amount 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 Obligations owing by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveFund.

Security Interest. This Agreement creates To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a valid deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control thereof and continuing Lien on the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the deposit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in favor this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.

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

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of As collateral security for the Secured PartiesObligations, which security interest is validly perfected under Article 9 of the UCCincluding any and all renewals or extensions thereof, each Pledgor hereby delivers, pledges, transfers and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited collaterally assigns to the Accounts Pledgee and the Securities Intermediary has agreed to treat all assets credited grants to the Accounts as Financial AssetsPledgee, (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; , a first priority security interest in all of such Pledgor’s right, title and interest in and to all of the Borrower has not instructed Pledged Shares (including, without limitation, the Securities Intermediary to comply with the entitlement order Pledged Shares described on Schedule I hereto), and all other Equity Interests of any Person kind or nature of all existing and future Subsidiaries of such Pledgor, now owned or hereafter acquired, whether such Equity Interests are certificated or uncertificated, and each of the notes, capital stock, and all other than investment property, financial assets and general intangibles of such Pledgor related to the Collateral Agent; provided thatforegoing, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreementincluding, without limitation, and subject to Section 7(b), the Borrower right to vote such Equity Interests, now owned, legally, beneficially or hereafter acquired, together with all proceeds of and the Servicer may cause cash in the Accounts additions to be invested such Equity Interests from time to time received, receivable or otherwise distributed in accordance with this Agreementrespect of or in exchange for any or all of the foregoing, including all dividends, interest distributions, cash, warrants, rights, instruments and other property, except for cash dividends or other cash distributions to the extent permitted under Section 7(a); all Accounts constitute Securities Accounts; provided, however, that notwithstanding anything herein to the contrary, no Loan Party shall be required to pledge Equity Interests of any Excluded Subsidiary, to the extent such Equity Interests carry more than 65% of the total combined voting power of any “first-tier” Excluded Subsidiary (as determined for purposes of Treasury Regulations Section 1.956-2(c)) unless such Excluded Subsidiary has guaranteed Indebtedness of the Borrower owns and has good and marketable title or any of its Domestic Subsidiaries or pledged any of its assets or suffered a pledge of a greater percentage of its Equity Interests to the Collateral free and clear secure Indebtedness of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by or any of its Domestic Subsidiaries (collectively, the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Pledged Collateral”).

Security Interest. This Agreement creates a valid and continuing Lien on security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (i) Liens in favor of the Collateral Agent, on behalf Parent in respect of the Secured PartiesObligations hereunder, (ii) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which security interest is validly perfected under Article 9 there are adequate reserves on the financial statements of the UCCBorrowers (if such reserves are required pursuant to GAAP), (iii) inchoate mechanics’ and is enforceable as such against creditors materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of any Borrower, (v) zoning restrictions, utility easements, rights of way and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable UCC property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as to which currently conducted, (vi) matters that would be disclosed on current title reports or surveys that arise or have arisen in the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements ordinary course of business, (avii) all Liens reflected in the Company SEC Reports, (viii) the Lien described on Section 5.17 of such Security Entitlements have been credited the Company Disclosure Schedule to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Merger Agreement and (cix) 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 Liens (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting x) 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 collection bank arising under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.Section

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

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

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

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

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

Security Interest. This To secure all of Merchant's present and future obligations to Company, its Third-Party Sender , and the ODFI (Company, its Third-Party Sender , and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Mer chant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement creates . Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup a valid nd to appropriate and continuing Lien apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent, matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control ther eof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in favor the deposit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.

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

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

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

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and continuing Lien on assignment to the Collateral Trust of all right, title and interest of FIA in favor of and to Receivables now existing and hereafter created in the Collateral Agent, on behalf of Additional Accounts designated pursuant to the Secured Parties, which security interest is validly perfected under Article 9 of the UCCAssignment, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to State of Delaware) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under the Seller or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of FIA as holder of the Seller Certificate and (z) FIA’s right to receive interest accruing on, and investment earnings in respect of, the transfer Finance Charge Account and granting the Principal Account as provided in the Pooling and Servicing Agreement and any Supplement; or (ii) a grant of a security interest (as defined in the Collateral Obligations hereunder UCC as in effect in the State of Delaware) in such property to the Collateral AgentTrust, on behalf which is enforceable with respect to the existing Receivables of the Secured PartiesAdditional Accounts designated pursuant to the Assignment, the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated pursuant to the Assignment, the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if the Borrower has taken all necessary steps Assignment constitutes the grant of a security interest to file or authorize the Trust in such property, upon the filing of all appropriate a financing statements statement described in Section 3 of the Assignment with respect to the Additional Accounts designated pursuant to the Assignment and in the proper filing office case of the Receivables of such Additional Accounts thereafter created and the proceeds (as defined in the appropriate jurisdictions under Applicable Law UCC as in order effect in the State of Delaware) thereof, and Insurance Proceeds relating to perfect such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant such property (subject to Article 9 Section 9-315 of the UCC as in effect in the State of Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or), subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf except for Liens permitted under subsection 2.05(b) of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; Pooling and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveServicing Agreement.

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

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

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

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

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

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

Security Interest. This Agreement creates a valid and continuing Lien on security interest that is enforceable against the Collateral in which each Borrower now has rights and will create a security interest that is enforceable against the Collateral in which each Borrower hereafter acquires rights at the time each Borrower acquires any such rights. Each Borrower has the right and power to grant the security interests in the Collateral to the Parent, and each Borrower is the sole and complete owner of the Collateral, free from any Lien other than (a) Liens in favor of the Collateral Agent, on behalf Parent in respect of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsObligations hereunder, (b) statutory Liens for Taxes not yet delinquent and Liens for Taxes being contested in good faith or for which there are adequate reserves on the Borrower has taken all steps necessary financial statements of the Borrowers (if such reserves are required pursuant to enable the Collateral Agent to obtain Control with respect to the Accounts and GAAP), (c) the Accounts are not inchoate mechanics’ and materialmen’s Liens for construction in progress, (d) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the name ordinary course of business of any Person other than the Borrower, subject (e) zoning restrictions, utility easements, rights of way and similar Liens that are imposed by any Governmental Authority having jurisdiction thereon or otherwise are typical for the applicable property type and locality and that, individually or in the aggregate, would not reasonably be expected to materially interfere with the Borrowers’ ability to conduct their businesses as currently conducted, (f) matters that would be disclosed on current title reports or surveys that arise or have arisen in the ordinary course of business, (g) Liens reflected in the Company SEC Reports, (h) the Lien described on Section 5.17 of the Company Disclosure Schedule to the Lien Merger Agreement and (i) Liens (x) of a collection bank arising under Section 4—210 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 Uniform Commercial Code on items in the Account Control Agreement)course of collection, (y) relating to the Borrower establishment of depository relations with banks, and (z) in favor of banking institutions arising as a matter of law encumbering deposits (including the Servicer may cause cash right of set-off) and which are within the general parameters customary in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivebanking industry.

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

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

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

Security Interest. This Agreement creates (a) As security for the payment and performance of the Obligations, Pledgor hereby pledges to Secured Party, and hereby grants to Secured Party a valid security interest in, all of Pledgor’s right, title and continuing Lien on interest in, to and under (i) the Collateral Pledged Equity Parts; (ii) the Pledged Shares; and (iii) any additional capital contributions hereafter subscribed by the Pledgor in the capital of the any of the Issuers, either to be represented by the Pledged Equity Parts or Pledged Shares or by any other equity parts or shares of the capital stock of any Issuer issued in favor of Pledgor, (iv) and all the Collateral Agent, on behalf capital stock or equity interests of an entity (the Secured Parties, which security interest is validly perfected under Article 9 of “Exchanged Shares”) exchanged for the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; Pledged Equity Parts or Pledged Shares with respect to Collateral that constitute Security Entitlements a bona fide corporate restructuring or reorganization of the Companies following the date hereof (a) all of such Security Entitlements have been credited the “Reorganization”). In the event additional capital contributions are made by the Pledgor or a Reorganization occurs, Pledgor must deliver an addendum to this Pledge Agreement to incorporate to the Accounts pledge hereunder such additional capital contributions or Exchanged Shares and must further deliver certified copies of the Securities Intermediary has agreed to treat applicable notations evidencing such pledge in the Stock Ledger or Partners Registry Book of the corresponding Issuer or other entity, as applicable, as well as the stock certificate duly endorsed in favor of Secured Party reflecting such additional capital contribution or Exchanged Shares, as the case may be. The parties acknowledge that the Pledged Collateral must at all assets credited to times represent the Accounts entire capital stock of each and every one of the Issuers or the entire Exchanged Shares, as Financial Assetsapplicable. The rights and goods described in (i), (bii), (iii) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (civ) shall be hereinafter referred to as the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Pledged Collateral”.

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter creat ed in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing Lien on security interest (as defined in the Collateral UCC) in the Additional Accounts in favor of the Collateral AgentTrust, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Re ceivables to the Secured PartiesTrust, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsChase USA, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control will be enforceable with respect to the Receiv xxxxx thereafter created in respect of Additional Accounts and (c) designated hereby, the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assign ment constitutes the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts desig nated hereby and in the Collateral Obligations hereunder to the Collateral Agent, on behalf case of the Secured Parties; Receivables of such Additional Accounts thereafter created and the Borrower proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-306 of the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has taken all necessary steps to file caused or authorize will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law 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 Receivables granted 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 Trust hereunder. The Receivables 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 ("accounts" within the meaning of the applicable UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates (a) As security for timely performance of all obligations of MESC and the Cogen Subsidiary to SEI or SERI (and, if appropriate, SERI's Affiliates) under this Agreement, including (i) the reimbursement of all Development Costs, (ii) the repayment of all Cogen Development Advances made to MESC by SERI or an Affiliate of SERI, (iii) the payment of the Equity Option Fee and GE Turbine Costs payable hereunder and (iv) MESC's indemnification obligations hereunder, SERI and SEI shall be granted the Security Interests. SERI and SEI shall subordinate their respective Security Interests to the Cogen Project Financing by entering into a valid consent to such subordination (the "Cogen Lender Consent") in form and continuing Lien substance reasonably satisfactory to SERI, SEI, MESC and the Lender Representative. With respect to MESC's or the Cogen Subsidiary's indemnity obligations hereunder, the Security Interests shall secure only those indemnification claims asserted within two (2) years after the later of (i) the Closing Date, or (ii) the termination of Development Services. (b) Each of MESC and the Cogen Subsidiary, as the case may be, shall, on demand, (i) execute and deliver the Collateral in favor of Security Agreements and the Senior Debt Intercreditor and Subordination Agreements, (ii) use commercially reasonable efforts to cause the Senior Debt Intercreditor and Subordination Agreements to be executed and delivered by the Collateral Agent, on behalf the Taxable Bond Indenture Trustee, the Tax-Exempt Bond Indenture Trustee and all other necessary parties to effectuate the subordination of MESC's obligations (and, if created, the obligations of the Secured Parties, which security interest is validly perfected under Article 9 Cogen Subsidiary) to the holders of the UCCSenior Debt (and their respective successors and assigns) and the subordination of the liens and security interests held by such parties to the obligations described in, and is enforceable Security Interests granted to, SEI and SERI pursuant to this Agreement, and (iii) do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, agreements and assurances as such against creditors of SEI and purchasers SERI shall, from time to time, reasonably require for better assuring, conveying, assigning, transferring and confirming unto SEI and SERI the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property property and Proceeds and such other categories of collateral under the applicable UCC as rights 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 be mortgaged or assigned pursuant to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed Security Interests granted in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns terms hereof, or intended now or hereafter so to be, or that MESC and has good Cogen Subsidiary, as the case may be, may be or may hereafter become bound to convey, mortgage or assign to SEI and marketable title SERI pursuant to the Collateral free Security Agreements and clear the Senior Debt Intercreditor and Subordination Agreements, or for carrying out the intention or facilitating the performance of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.hereof. 6.2

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

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

Security Interest. This Agreement creates a valid (a) As collateral security for the prompt and continuing complete payment and performance when due of all of its First Lien on the Collateral in favor Obligations owing to any of the Collateral Agent, on behalf of the First Lien Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect hereby pledges, assigns, hypothecates and transfers to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the First Lien Secured Parties; the Borrower has not instructed the Securities Intermediary , and grants to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the First Lien Secured Parties; none Parties a first-priority security interest in and to, all of the underlying promissory notes that constitute Borrower’s right, title and interest, whether now existing or evidence the Collateral Obligations has any marks hereafter acquired or notations indicating that they have been pledgedarising, assigned or otherwise conveyed in, to any Person other than the Collateral Agent on behalf and under, all of the Secured Parties; Accounts and all Account Property at any time deposited in or credited to the Accounts and all security entitlements with respect to Collateral thereto, including all income or gain earned thereon, and any proceeds thereof (collectively, the “Account Collateral”); provided, however, 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 Lien on all of the UCCBorrower’s rights, title and interest in, to and under (x) to the Collateral Custodian Credit Agreement Debt Service Reserve Account and all amounts on deposit therein or in blank by an effective Indorsement or has been registered in the name credited thereto (including any Letter of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to Credit and any Acceptable Third Party DSR LC) shall be held by the Collateral Custodian on behalf of the Collateral Agent solely for the benefit of the Term Loan Lenders (and, solely to the extent set forth in the last sentence of Section 3.5(f), the other First Lien Secured Parties; ), (y) each Additional Debt Service Reserve Account and all amounts on deposit therein or credited thereto (including any letters of credit) shall be solely for the benefit of the holders of the applicable Series of Additional First Lien Obligations (and, solely to the extent set forth in the case last sentence of an Uncertificated SecuritySection 3.5(g), by (Athe other First Lien Secured Parties) causing the Collateral Custodian to become the registered owner of such uncertificated security and (Bz) causing such registration each L/C Cash Collateral Account and all amounts on deposit therein or credited thereto shall be solely for the benefit of the applicable Issuing Bank (but solely with respect to remain effectiveits Letter of Credit Issuance Commitment, any DSR Loan or Revolving Loan deemed made pursuant to Section 2.3(c)(ii) of the Credit Agreement and any Unreimbursed Amount owed to it from time to time) as contemplated by Section 3.9.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) For purposes of this Section 14.3, ----------------- (i) the Odyssey Entities (and any other Affiliate of the Odyssey Entities to whom the Odyssey Entities transfer any part of their Partnership interests pursuant to Section 12.2(a)) shall be deemed a single "Partner" and (ii) Reckson and any other Affiliate of Reckson to whom Reckson transfers any part of its Partnership interests pursuant to Section 12.2(a) shall be deemed a single "Partner", and any action taken by the Odyssey Entities or the Reckson Entities, as the case may be, in either capacity shall bind it in both capacities, the interest in the Partnership of such "Partner" shall be deemed to be both the limited and general partnership interests, and any notice to or from any such Partner shall be deemed a notice to or from both of such Partners. Each Partner hereby assigns and grants to the other Partner a first priority lien upon, and a security interest in, the interest of such Partner in the Partnership and all amounts, payments and proceeds becoming distributable or payable to such Partner by the Partnership (including, without limitation, the TI Reserve), as collateral security for the payment and performance of such Partner's obligations under this Agreement (including, without limitation, all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Reckson's obligations with respect to the Accounts Odyssey Put Right); provided, however, that for so long as the Pledge Loan is outstanding the lien and (c) security interest granted by the Accounts are not in the name of any Person other than the Borrower, Odyssey Entities hereunder shall be subject and subordinate 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 lien and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title security interest granted 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 Pledge Lender. Each Partner shall execute such financing statements in as the proper filing office in the appropriate jurisdictions under Applicable Law other Partner shall reasonably request in order to perfect and maintain the perfection of the lien and security interest in that portion herein granted. Any transfer of the Collateral in which Partnership interest of a security interest may Partner shall 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 such lien and security interest. Each Partner shall notify each other Partner within thirty (30) days of any change in its chief executive offices 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 set forth 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 effectiveArticle 17.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may Investment Manager to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.7Section 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.

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

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

Security Interest. Maker hereby grants and conveys to Noteholder a security interest in and lien on all of the Collateral. This Agreement creates shall serve as a valid Security Agreement created pursuant to the Uniform Commercial Code in effect in the State of Illinois (“UCC”), and continuing Lien on the Collateral in favor Noteholder shall have and may exercise all rights, remedies and powers of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected a secured party under Article 9 of the UCC. Maker hereby represents, warrants and covenants that (1) Maker is enforceable as such against creditors the owner and holder of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien adverse claim, security interest or encumbrance, except those created herein and the encumbrance in favor of the Subordinate Lender, defined below; (2) it will defend the Collateral, and the priority of the security interest created herein as a valid first security interest against all claims and demands of any person at any time claiming the same or any interest therein; (3) there are no financing statements executed by Maker, as Debtor, now on file in any public office except those financing statements which are being released contemporaneously with the delivery of this transaction or which have been authorized by Noteholder; (4) it hereby authorizes Noteholder to file or record such other than Permitted Liensand further agreements, financing statements and assignments in such offices and at such times as it is deemed by Noteholder to be reasonably necessary or reasonably desirable in respect of the Collateral; and (5) it will execute and deliver to Noteholder such other and further agreements, financing statements and assignments as Noteholder may reasonably request, and (6) the organizational identification number of Maker is: 0069119-4. This Agreement is intended to constitute a fixture filing in accordance with the applicable provisions of the UCC. The debtor is the Maker and the secured party is the Noteholder and their addresses are those set forth at the beginning of this Agreement. Certain of the Mortgaged Property is or will become “fixtures” (as that term is defined in the UCC), and this Agreement, upon being filed for record in the real estate records of the county wherein the Mortgaged Premises are situated, shall operate also as a financing statement filed as a fixture filing in accordance with the applicable provisions of the UCC upon such Mortgaged Property that is or may become fixtures. Maker covenants and agrees that Maker will furnish Noteholder with notice of any change in name, identity, organizational structure, mailing address, residence, state of formation or organization, principal place of business or location (as that term is defined in the Code) 30 days prior to the effective date of any such change. Maker hereby authorizes the filing of any financing statements or other instruments deemed necessary by Noteholder to prevent any filed financing statement from becoming misleading or losing its perfected status or to reinstate any lapsed financing statement. Maker agrees that the filing of a financing statement in the records normally having to do with personal property shall never be construed as in any way derogating from or impairing the express declaration and intention of the parties hereto, hereinabove stated, that everything used in connection with the production of income from the Mortgaged Property and/or adapted for use therein and/or which is described or reflected in this Mortgage is, and at all times and for all purposes and in all proceedings, legal or equitable, shall be regarded as real property irrespective of whether (i) any such item is physically attached to the real property or improvements thereon; (ii) serial numbers are used for the Borrower has received all consents better identification of certain equipment items capable of being thus identified in a recital contained herein or in any list filed with Noteholder; or (iii) any such item is referred to or reflected in any such financing statement so filed at any time. Similarly, the mention in any such financing statement of (x) rights in or to the proceeds of any fire and/or hazard insurance policy; (y) any award in eminent domain proceedings for a taking or for loss of value; or (z) Maker’s interest as lessor in any present or future leases or subleases or rights to rents growing out of the use and/or occupancy of the Mortgaged Property, whether pursuant to lease or otherwise, shall never be construed as in any way altering any of the rights of Noteholder as determined by this instrument or impugning the priority of this Mortgage or any of the other documents entered into in connection with the loan evidenced by the Note, but such mention in the financing statement is declared to be for the protection of Noteholder in the event any court or judge shall at any time hold with respect to (x), (y), or (z) that notice of Noteholder’s priority of interest to be effective against a particular class of persons, including, but not limited to, the federal government and approvals any subdivision or entity of the federal government, must be filed in the Code records or otherwise perfected in the manner required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCode.

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

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

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

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, and the Tranche B Lenders agreement to make Loans to the Parent, Mont Re hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesFronting Bank, which security interest is validly perfected under Article 9 of the UCCLC Administrator and the Lenders, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited grants to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Administrative Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated SecurityPledged Collateral, in each case to be held by secure the punctual payment and performance of all the Obligations. Mont Re covenants and agrees that (i) with respect to the Pledged Collateral Custodian on behalf consisting of the Securities Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) with respect to the Pledged Collateral consisting of the Deposit Account, the property held therein and any and all proceeds thereof, except as expressly permitted in §4.2 above, the Administrative Agent has sole and exclusive control over such Pledged Collateral and Mont Re shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral and Mont Re shall have no rights to withdraw or direct the transfer of any or all credit balances at any time in the Deposit Account for so long as any Obligations remain outstanding under or in respect of the Loan Documents; (iii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and 40 provided that, after giving effect to such substitutions, Mont Re is in compliance with the covenant contained in §6.8; (iv) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (v) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (i) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (ii) the Custodial Lien and Set-Off Rights; (vi) it shall not take any action or omit to take any action that would result in the termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vii) with respect to the Deposit Account and the Securities Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveMont Re.

Security Interest. This Agreement creates a valid (a) Administrative Agent, Xxxxxx and continuing Lien on Xxxxxx intend that the Collateral in favor of the Collateral Transactions hereunder be sales to Administrative Agent, on behalf of the Secured PartiesXxxxxx, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien Purchased Assets (other than Permitted Liens); the Borrower has received all consents for U.S. federal, state and approvals required local income or franchise tax purposes) and not loans from Buyers to Seller secured by the terms Purchased Assets. However, in order to preserve Administrative Agent’s and Xxxxxx’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Seller of any Collateral Obligation all of Seller’s obligations to Administrative Agent and Buyers under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer and granting of a security interest in the Collateral Obligations hereunder Purchased Asset is otherwise ineffective to the Collateral effect an outright transfer of such Purchased Asset to Administrative Agent, on behalf of Xxxxxx, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Secured Parties; Purchased Items (as defined below) to Administrative Agent, on behalf of Buyers, to secure the Borrower payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Administrative Agent, on behalf of Xxxxxx, hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the other Transaction Documents, and to secure the obligation of Seller or its designee to service the Purchased Assets in conformity with Article 29 and any other obligation of Seller to Administrative Agent and Buyers (collectively, the “Repurchase Obligations”). Seller hereby acknowledges and agrees that each Purchased Asset serves as collateral for the Administrative Agent, on behalf of Buyers, under this Agreement and that Administrative Agent, on behalf of Xxxxxx, has taken the right, upon the occurrence and continuance of an Event of Default, to realize on any or all necessary steps to file or authorize of the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law Purchased Assets in order to perfect satisfy the security interest Seller’s obligations hereunder. Seller agrees to update in that portion of internal registers, books and records (including, without limitation, to mark its computer records and tapes) to reflect and evidence the Collateral in which a security interest may be perfected by filing pursuant interests granted 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 orAdministrative Agent, 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 Xxxxxx, hereunder. All of Seller’s right, title and interest in, to and under each of the Secured Parties; none following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.“Purchased Items”: LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8

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

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

Security Interest. This Agreement creates a valid and continuing Lien on It is the Collateral in favor intention of the Collateral Agent, on behalf parties hereto that Client’s transfer of the Secured PartiesReceivables to Fifth Third shall constitute a sale and assignment, which security interest is validly perfected under Article 9 of the UCCsale and assignment shall be absolute, irrevocable and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such without recourse (other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; than with respect to Collateral the limited repurchase obligations provided herein) and shall provide Fifth Third with the full benefits of ownership of the Purchased Receivables. Notwithstanding the foregoing, to protect Fifth Third in the event that any transfer of Purchased Receivables is deemed by a court, contrary to the express intent of the parties, to constitute Security Entitlements a pledge rather than a sale and assignment of such Purchased Receivables, Client and Guarantor do each hereby grant to Fifth Third a security interest in and lien upon all of such person’s respective right, title and interest in and to the Purchased Receivables, the Blocked Account and all proceeds thereof (the “Collateral”) to secure Client’s obligations to Fifth Third under this Agreement, including (without limitation) Client’s obligation to repurchase certain Purchased Receivables as provided in Section 9(a). Client and Guarantor do each agree to comply with all appropriate laws in order to perfect Fifth Third’s security interest in and to the Collateral, whether now existing or hereafter acquired, to execute any financing statements, continuations thereof, amendment thereto or additional documents as Fifth Third may require. Client and Guarantor do each hereby authorize Fifth Third to prepare and file such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as Fifth Third may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the UCC. Neither Client nor Guarantor shall (a) alter its corporate existence or, in one transaction or in a series of transactions, merge into or consolidate with any other entity, or sell all or substantially all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsits assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and change its state of incorporation or formation or (c) the Accounts are not change its registered corporate name, without, in the name of any Person other than the Borrowereach case, subject (i) providing 30 days prior written notice to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatFifth Third, until the Collateral Agent delivers a Notice of Exclusive Control (ii) providing such information as defined in the Account Control Agreement), the Borrower and the Servicer Fifth Third may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law reasonably require in order to perfect the security interest allow Fifth Third to file appropriate amendments to any previously filed financing statements and (iii) executing any such additional documents as Fifth Third may reasonably require in that portion order to protect its rights and remedies hereunder. The occurrence and continuation of any Event of Default shall entitle Fifth Third to all of the Collateral in which default rights and remedies (without limiting the other rights and remedies exercisable by Fifth Third either prior or subsequent to an Event of Default) as available to a security interest may be perfected by filing pursuant to Article 9 of secured party under the UCC as Uniform Commercial Code in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orapplicable jurisdiction. Nothing in this Section 14 shall be construed as a representation, subject to on 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 part of the Collateral Agent for the benefit Guarantor, that it has any right, title or interest in or to any of the Secured Parties; none of Purchased Receivables or 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 effectiveBlocked Account.

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesFronting Bank, which the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest is validly perfected under Article 9 in the Pledged Collateral, in each case to secure the punctual payment and performance of all the UCC, Obligations. The Borrower covenants and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral agrees that constitute Security Entitlements (ai) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Pledged Collateral consisting of each Collateral Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to Section 4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in Section 6.8; (iii) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (A) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (cB) the Accounts are Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the name termination of any Person other than Control Agreement without the Borrower, subject prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of each Control Agreement; and (vi) with respect to the Lien of Collateral Accounts, it shall not give instructions or entitlement orders to the Collateral Agent Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBorrower.

Security Interest. This Agreement creates a valid (a) To secure the due and continuing Lien punctual payment of the principal of, premium, if any, and interest on the Collateral in favor Notes and amounts due hereunder and under the Note Guarantees and the Security Documents when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any, on the Notes and the performance of all other Obligations of the Collateral AgentCompany and the Guarantors to the Holders, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsAgent or the Trustee under this Indenture, the Notes, the Note Guarantees and the Security EntitlementsDocuments, General Intangibles, Certificated Securities, Uncertificated Securities, the Company and the Guarantors hereby covenant to cause the Security Documents (other than account control agreements for the Deposit Accounts and Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (each as defined in the Account Control Security Agreement), the Borrower and the Servicer may cause cash in the Accounts to which shall be invested or distributed executed in accordance with the terms thereunder) and the First Lien Intercreditor Agreement and the second lien notice described in the definition of "Second Lien Intercreditor Agreement" to be delivered concurrently with this Agreement; all Accounts constitute Securities Accounts; Indenture. Subject to the Borrower owns terms of the Intercreditor Agreements, the Security Documents shall provide for the grant by the Company and has good and marketable title the Guarantors party thereto to the Collateral free and clear Agent of any Lien senior first-priority security interests (other than subject to 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 respective assets that would constitute Notes Priority Collateral Obligations hereunder under the First Lien Intercreditor Agreement and junior first-priority security interests (subject 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 Permitted Liens) in the proper filing office in respective assets that would constitute RCF/Hedging Priority Collateral under the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveFirst Lien Intercreditor Agreement.

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 UCCprior to all other Liens (except for Permitted Liens), and is enforceable as such against creditors of and purchasers from the Borrower; the Co‐Borrowers. (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”, Investment Property “certificated securities”, “uncertificated securities”, “securities accounts”, “deposit accounts”, “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 each Co‐Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements under this Section 4.01(dd). (aiii) all Each of such Security Entitlements have been credited to the Accounts Collection Account and the Securities Intermediary has agreed to treat all assets credited to the Accounts 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 Interest Reserve Account is not in the name of any Person other than the Borrowerany Co‐Borrower, subject to Permitted Liens and the Lien lien of the Collateral Agent Administrative Agent, for the benefit of the Secured Parties; . (iv) Each of the Borrower has not instructed Collection Account and the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatInterest Reserve Account constitutes 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) Kudu, the Borrower applicable banking institution and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Administrative Agent, on behalf of the Secured Parties; , have entered into the Borrower Account Control Agreement with respect to each of the Collection Account and Interest Reserve Account. (vi) Each Co‐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 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 granted to the delivery requirements contained herein and/or Section 18.3Administrative Agent, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.,

Security Interest. This Agreement creates a valid To secure the payment and continuing Lien on the Collateral in favor performance of the Collateral Agent, on behalf of the Secured Parties, which security interest Obligations (as that term is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral defined in this ARSA) by NGC under the applicable UCC as Loan Documents (and any Notes or Security Instruments issued pursuant to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreementthem), the Borrower NGC Parties all grant to Rxxxxx a security interest (the “Security Interest”) in each of their respective items described in the definition of “Collateral” above. This Security Interest is intended to extend to all products, accessions to, and cash and other proceeds of all of the items of Collateral described above. Notwithstanding the provisions of this Section or Section III(C), if NGC invests in a new subsidiary or acquires assets and the Servicer may cause cash investment or acquisition is financed in whole or in part by a third party lender (and no proceeds of the Loan Documents are used by NGC to finance the investment or acquisition), then the “Collateral” as defined above shall not include NGC’s ownership interest in the Accounts new subsidiary or the acquired assets. Rxxxxx agrees to be invested file a UCC-3 terminating any security interest Rxxxxx would otherwise have in NGC’s ownership interest in the new subsidiary or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns acquired assets and has good and marketable title to shall provide, upon the reasonable request of NGC or its third party lender, written confirmation that the Collateral free for the Loan Documents does not include NGC’s ownership interest in the new subsidiary or the acquired assets. The security granted under this ARSA and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by under the terms of any and all Commercial Pledge Agreements, Collateral Obligation Assignments of Notes, Collateral Assignments of Ownership Interests, or other security instruments executed and delivered at any time, now or in the future, pursuant to the transfer terms of the Loan Documents shall secure the obligations and granting indebtedness described in the Loan Documents. The NGC Parties all waive notice of any proposed or implemented future advance of credit by Rxxxxx to NGC, and the NGC Parties agree that a security interest in the Collateral Obligations hereunder shall immediately attach 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 this ARSA and the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to Loan Documents immediately upon the delivery requirements contained herein and/or Section 18.3, will be delivered to or occurrence of any future advance under the Collateral Custodian; Loan Documents even if the Borrower has received, advance is made without their express knowledge 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 effectiveconsent.

Security Interest. This As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor grants to the Collateral Agent, its successors and assigns, for its own benefit and the benefit of the other Secured Parties, a continuing security interest in all of such Grantor’s right, title and interest in, to and under the Article 9 Collateral (the “Security Interest”) provided that “Collateral” (and any component definition thereof) shall not include any of the following assets or property, each being an “Excluded Asset”: (i) any “intent to use” (or similar) trademark application, solely during the period in which the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law, after which period such application shall be automatically subject to the security interest granted herein and deemed to be included in the Collateral, (ii) the Excluded Equity Interests, (iii) any specifically identified asset with respect to which the Collateral Agent and the Borrower reasonably determine that the costs, burden, difficulty or other consequences of providing a security interest is excessive in view of the practical benefits to be obtained by the Secured Parties, (iv) any assets securing purchase money obligations or Capitalized Lease Obligations permitted to be incurred under the Credit Agreement, to the extent that the terms of the agreements relating to such Lien prohibit the security interest under this Agreement creates from attaching to such assets, (v) any particular asset, if the pledge thereof or the security interest therein is prohibited by applicable Law other than to the extent such prohibition is rendered ineffective under the UCC or other applicable Law notwithstanding such prohibition, (vi) any General Intangibles or other rights of a valid Grantor arising under or evidenced by any contract, lease, instrument, license or agreement to the extent the pledges thereof and continuing security interests therein are prohibited or restricted by such contract, lease, instrument, license or other agreement, other than Proceeds and receivables thereof, except to the extent (x) the pledge of such rights is deemed effective under the UCC or other applicable Law or principle of equity notwithstanding such prohibition or restriction, or (y) such prohibition or restriction is deemed ineffective under the UCC or other applicable Law or principle of equity, (vii) licenses and any other property and assets to the extent that the Collateral Agent may not validly possess a security interest therein under applicable Laws (including, without limitation, rules and regulations of any Governmental Authority) to the extent such applicable Laws, rules or regulations are not rendered ineffective by the UCC or other applicable Law, or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (except that Proceeds of Dispositions thereof in accordance with applicable Law (including, without limitation, rules and regulations of any Governmental Authority) shall constitute Collateral); provided that Collateral shall include to the maximum extent permitted by applicable Law all rights incident or appurtenant to such licenses, property and assets (except to the extent any Lien on the Collateral such asset in favor of the Collateral AgentAgent requires consent, on behalf approval or authorization from any Governmental Authority) and the right to receive all Proceeds realized from the sale, assignment or transfer of such licenses, property and assets, (viii) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby (except to the extent such prohibition or restriction is deemed ineffective under the UCC or other applicable Law or principle of equity), (ix) any fee owned real property other than Material Real Property, (x) leasehold interests in real and personal property, (xi) motor vehicles and assets subject to certificates of title, (xii) Intellectual Property registered outside the U.S. or Canada or arising under the laws of any jurisdiction outside of the Secured PartiesU.S. or Canada, which security interest is validly perfected under Article 9 (xiii) Letter of Credit Rights with a value of less than $5,000,000 individually (to the UCCextent not constituting Supporting Obligations), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to (xiv) Commercial Tort Claims in which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsamount claimed is less than $5,000,000 individually, (bxv) 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 Trust Funds (as defined in the Account Control AgreementABL Credit Agreement or any similar term in connection with any Permitted Refinancing thereof) and (xvi) any asset the pledge of which would result in a material adverse tax consequence to any Loan Party as reasonably determined by the Borrower. Notwithstanding anything herein to the contrary, no property which would constitute Excluded Assets under the foregoing definition shall constitute Excluded Assets to the extent that such property constitutes “Collateral” under the ABL Facility Documentation or any documentation in respect of Junior Financing, Permitted Incremental Equivalent Debt or Credit Agreement Refinancing Indebtedness. Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney in fact, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file one or more Financing Statements, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor (each Grantor hereby appointing the Collateral Agent as such Person’s attorney in fact to sign such Person’s name to any such instrument or document, whether or not an Event of Default exists), and naming any Grantor or the Borrower Grantors, as debtors, and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectivesecured party.

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

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCUCC (to the extent such security interest may be perfected under such article), and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and may, or may cause the Servicer may to, cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, 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.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided thatprovided, (x) until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this AgreementAgreement and, (y) until the Collateral Agent delivers a Reference Account Control Notice, the Borrower (or the Servicer, on the Borrower’s behalf) shall be able to withdraw and invest all amounts in the Reference Asset Account; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein in Section 18.4(b) will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid In consideration for the LENDERS’ agreements contained herein, the BORROWERS and continuing Lien the NEW BORROWER (collectively, the “OBLIGORS”) shall execute and deliver to the AGENT, on the Collateral in favor date of the Collateral Agentthis AMENDMENT, on behalf a Security Agreement, Pledge Agreements, blank stock powers, a Mortgage, Deeds of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds Trust 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 documents (a) all of such Security Entitlements have been credited collectively, “SECURITY DOCUMENTS”), in forms acceptable to the Accounts and the Securities Intermediary has agreed AGENT, necessary to treat all assets credited grant 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 AGENT for the benefit of the Secured PartiesLENDERS and the ISSUING BANK, security interests and liens in substantially all of the OBLIGORS’ real and personal property, including, but not limited to: (a) all now owned or hereafter acquired accounts, inventory, equipment, fixtures, general intangibles, investment property, documents, instruments, chattel paper, goods and letter of credit rights; (b) all capital stock in each of the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person OBLIGORS other than Dover Motorsports, Inc.; and (c) all parcels of real property owned by the Collateral AgentOBLIGORS located in the states of Delaware and Tennessee; provided thatprovided, until however, that the Collateral Agent delivers a Notice of Exclusive Control security interests and liens granted in such documents shall not attach to the collateral described therein unless the OBLIGORS’ “LEVERAGE RATIO” (as defined in the Account Control Agreement)CREDIT AGREEMENT) as of September 30, 2009 is 3.5 to 1.0 or greater (“ATTACHMENT EVENT”) as evidenced by the financial statements of the OBLIGORS delivered to the AGENT pursuant to Section 5.12.1 of the CREDIT AGREEMENT. Prior to the occurrence of the ATTACHMENT EVENT the security interests and liens granted in the SECURITY DOCUMENTS shall be of no force or effect and the SECURITY DOCUMENTS shall be held in escrow by the AGENT. If the ATTACHMENT EVENT occurs: (a) the SECURITY DOCUMENTS shall be released from escrow and shall be in full force and effect; (b) the AGENT shall be authorized to attach to the mortgage relating to the Delaware property of Dover International Speedway, Inc., as Exhibit A thereto, the Borrower and legal description of all of the Servicer may cause cash real property located in Kent County, Delaware owned by Dover International Speedway, Inc.; (c) the AGENT shall be authorized to complete the blanks relating to the principal amount of indebtedness for recording tax purposes contained in each of the Deeds of Trust relating to the Tennessee properties with the amount set forth on the “Affidavit Relative to Multistate Collateral” hereafter delivered to the AGENT by the BORROWERS, or in the Accounts event the BORROWERS fail to deliver such Affidavit in an appropriate form, the amount of Seventy-Three Million Dollars ($73,000,000.00) or such lesser amount as the LENDERS determine; (d) the AGENT shall be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; authorized to record the Borrower owns financing statements, mortgages, deeds of trust 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 documents 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 liens granted in that portion the SECURITY DOCUMENTS; (e) the AGENT shall obtain title insurance policies in an aggregate amount of Thirty-Five Million Dollars ($35,000,000.00) insuring the AGENT’S first priority mortgage liens in the real property of the Collateral OBLIGORS located in which a security interest may be perfected by filing pursuant Delaware and Tennessee and otherwise in form acceptable to Article 9 the AGENT (“TITLE POLICIES”); and (f) the BORROWERS shall immediately pay to the AGENT all recording costs, recording taxes, title insurance premiums and cost, attorney fees and other fees and costs incurred in connection with the perfection of the UCC as liens granted 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 SECURITY DOCUMENTS and the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf obtaining 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 pledgedTITLE POLICIES, 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 event the BORROWERS fail to make such payment within five calendar days after being requested by the AGENT the BORROWERS authorize the making of an Uncertificated Security, by “REVOLVING LOANS” (Aas defined in the CREDIT AGREEMENT) causing the Collateral Custodian to become the registered owner make payment of such uncertificated security costs, fees, premiums and (B) causing such registration taxes. In the event the ATTACHMENT EVENT does not occur as evidenced by the OBLIGORS’ financial statements for the period ending September 30, 2009, the SECURITY DOCUMENTS shall be of no further force and effect and shall be returned to remain effectivethe OBLIGORS.

Security Interest. This Agreement creates Assignment constitutes either (i) a valid transfer and continuing Lien on assignment to the Collateral in favor Trust of all right, title and interest of the Collateral Agent, on behalf of Bank in and to Receivables now existing and hereafter created in the Secured Parties, which security interest is validly perfected under Article 9 of the UCCAdditional Accounts designated hereby, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to State of Delaware) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under the Bank or any of its Affiliates except for (x) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Holder of the Exchangeable Transferor Certificate and (z) the Bank's right to receive interest accruing on, and investment earnings in respect of, the transfer Finance Charge Account and granting the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) it constitutes a grant of a security interest (as defined 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 ) in such property to the delivery requirements contained herein and/or Section 18.3Trust, 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 which 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; enforceable with respect to Collateral that constitutes a Certificated Securitythe existing Receivables of the Additional Accounts designated hereby, the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof and Insurance Proceeds relating thereto upon the conveyance of such certificated security has been delivered Receivables to the Collateral Custodian andTrust, if in registered form, has been specially Indorsed (within the meaning of the UCC) and which will be enforceable with respect to the Collateral Custodian or Receivables thereafter created in blank by an effective Indorsement or has been registered respect of Additional Accounts designated hereby, the proceeds (as defined in the name UCC as in effect in the State of Delaware) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Collateral Custodian grant of a security interest to the Trust in such property, upon original issue or registration the filing of transfer by a financing statement described in Section 3 of this Assignment with respect to 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; Additional Accounts designated hereby and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner Receivables of such uncertificated Additional Accounts thereafter created and the proceeds (as defined in the UCC as in effect in the State of Delaware) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in ouch property, except for Liens permitted under subsection 2.05(b) of the Pooling and (B) causing such registration to remain effectiveServicing Agreement.

Security Interest. This Agreement creates In order to secure the payment and performance of all of its obligations under this Agreement, but only for so long as any Bonds remain Outstanding under the Indenture or any Reimbursement Obligations remain unpaid under the Indenture or the Insurance Agreement, Operator hereby assigns, pledges as collateral and grants to the Owner, the Bond Insurer and the Trustee a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in (a1) all of such Security Entitlements have been credited the right, title and interest of the Operator in and to the Accounts Facility Revenues and substitutions therefore and the Securities Intermediary has agreed to treat proceeds thereof; (2) all assets credited of the right, title and interest of the Operator in and to the Accounts as Financial Assets, (b) proceeds of any insurance maintained by the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control Operator with respect to the Accounts Complex; (3) all of the right, title and interest of the Operator in and to the proceeds of any condemnation awards payable to the Operator with respect to the Complex, together with the proceeds thereof; and (c4) if a court of competent jurisdiction shall determine that the Accounts are not Operator has any legal or equitable interest in any of the amounts on deposit from time to time in the name of any Person other than funds and accounts established under the BorrowerIndenture, subject to which would be considered the Lien property of the Collateral Agent Operator, all of the right, title and interest of the Operator in and to all amounts on deposit from time to time in the funds and accounts established under the Indenture (collectively, the “Collateral”); it being understood and agreed that the Operator specifically disclaims any and all legal and equitable interests whatsoever in the “Bond Fund,” the “Costs of Issuance Fund,” the “Debt Service Reserve Fund” and the “Insurance and Property Tax Fund” created under the Indenture, and specifically disclaims any and all legal and equitable interests in the “Project Fund,” “Operating Reserve Fund,” “Major Maintenance Reserve Fund,” and the “Revenue Fund,” except for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary Operator’s rights 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 receive and the Servicer may cause cash in the Accounts to be invested or distributed demand payments from such funds in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns terms hereof 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 the Indenture. In the event of any Collateral Obligation default hereunder, for so long as any Bonds remain outstanding under the Indenture, Owner and Trustee shall have, in addition to any other rights permitted by law, all of the rights of a secured party under the Texas version of the Uniform Commercial Code to the transfer extent applicable hereto. Operator authorizes Owner 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 Trustee to file or authorize the filing of all appropriate any financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law or further assurances as may be required in order to perfect the security interest granted under this Section. The foregoing pledge, assignment and security interest shall become null and void upon the defeasance of, or the payment in that portion full of all principal and interest due on, the Bonds issued pursuant to the Indenture and the payment in full of all Reimbursement Obligations. Upon defeasance of, or the payment in full of all principal and interest due on, the Bonds issued pursuant to the Indenture and all Reimbursement Obligations, Owner shall execute and deliver to the Operator, and cause the Trustee to execute and deliver to Operator, any termination statements, lien release(s) or similar documents or instruments reasonably requested by the Operator in order to evidence the release of the Collateral in which a foregoing lien on and security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveCollateral.

Security Interest. This Agreement creates a valid (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 UCCLenders, 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 first priority security interests of the Senior Lender under 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, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, 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. 7 <PAGE> (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 to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in Lenders to exercise or enforce their rights hereunder and under the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns Security Documents, including executing and has good delivering financing statements, pledges, designations, hypothecations, notices and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, 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 Liens and security and (B) causing such registration to remain effective.interests under the Uniform Commercial Code or other applicable law. ARTICLE 8

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

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

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

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

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

Security Interest. This Agreement creates Assignment constitutes (i) a valid ----------------- transfer and continuing Lien on assignment to the Collateral in favor Trust of all right, title and interest of the Collateral Agent, on behalf of Transferor in and to Receivables now existing and hereafter created in the Secured Parties, which security interest is validly perfected under Article 9 of the UCCAdditional Accounts designated hereby, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to State of Illinois) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person except for (x) Liens permitted under Section 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the Transferor as holder of the Exchangeable Seller Certificate and (z) the Transferor's right to receive interest accruing on, and investment earnings in respect of, the transfer Collection Subaccount and granting Series Account as provided in the Pooling and Servicing Agreement; and/or (ii) it constitutes a grant of a security interest (as defined 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 the State of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject Illinois) in such property to the delivery requirements contained herein and/or Section 18.3Trust, 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 which 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; enforceable with respect to Collateral that constitutes a Certificated Securitythe existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the State of Illinois) thereof and Insurance Proceeds relating thereto upon the conveyance of such certificated security has been delivered Receivables to the Collateral Custodian andTrust, if and which will be enforceable with respect to the Receivables thereafter created in registered form, has been specially Indorsed (within the meaning respect of the UCCAdditional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the State of Illinois) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Collateral Custodian or Trust in blank by an effective Indorsement or has been registered such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to 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; Additional Accounts designated hereby and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner Receivables of such uncertificated Additional Accounts thereafter created and the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the State of Illinois) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property, except for Liens permitted under subsection 2.5(b) of the Pooling and (B) causing such registration Servicing Agreement, the interest of the Transferor as holder of the Exchangeable Seller Certificate and the Transferor's right to remain effectivereceive interest accruing on, and investment earnings in respect of, the Collection Subaccount and any Series Account as provided in the Pooling and Servicing Agreement.

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

Security Interest. This Agreement creates For and in consideration of the sum of ten Dollars ($10.00) and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for and in consideration of the Issuers’ agreement to issue the Letters of Credit and the Lenders’ agreement to purchase Letter of Credit Participations therein, the Borrower hereby pledges, hypothecates, and impresses the Pledged Collateral with a valid and continuing Lien on the Collateral lien in favor of the Collateral Administrative Agent, on behalf of the Secured PartiesFronting Bank, which the LC Administrator and the Lenders, and grants to the Administrative Agent a security interest is validly perfected under Article 9 in the Pledged Collateral, in each case to secure the punctual payment and performance of all the UCC, Obligations. The Borrower covenants and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral agrees that constitute Security Entitlements (ai) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien Pledged Collateral consisting of the Collateral Account, the property held therein and any and all proceeds thereof, the Administrative Agent has control and, from and after the issuance of a Notice of Exclusive Control, which notice shall not be given unless an Event of Default has occurred and is continuing hereunder, the Administrative Agent shall have sole and exclusive control over such Pledged Collateral and that it shall take all such steps as may be necessary to cause the Administrative Agent to have sole and exclusive control over such Pledged Collateral; (ii) it shall not sell, transfer, assign, or otherwise dispose of any of the Pledged Collateral without the prior written consent of the Administrative Agent except in connection with substitutions, roll-overs or reinvestments of Pledged Collateral permitted pursuant to §4.7(b) and provided that, after giving effect to such substitutions, the Borrower is in compliance with the covenant contained in §6.8; (iii) it shall do or cause to be done all things necessary to preserve and keep in full force and effect the perfected first priority security interest in the Pledged Collateral granted to the Administrative Agent hereunder (subject to laws affecting creditor’s rights, generally); (iv) it shall not create or permit the existence of liens or security interests in the Pledged Collateral in favor of third parties other than (A) liens arising by operation of law, so long as the aggregate obligations secured thereby do not exceed $1,000,000 and (B) the Custodial Lien and Set-Off Rights; (v) it shall not take any action or omit to take any action that would result in the termination of the Control Agreement without the prior consent of the Administrative Agent and it shall otherwise comply in all respects with the provisions of the Control Agreement; and (vi) with respect to the Collateral Account, it shall not give instructions or entitlement orders to the Custodian that would require the Custodian to advance any margin or other credit to or for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveBorrower.

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

Security Interest. This Agreement creates a valid Upon (i) the Initial Purchasers’ payment for the Securities in accordance with the terms hereof and continuing Lien on (ii) the filing of the appropriate Uniform Commercial Code (“UCC”) financing statements and the taking of other actions, in each case as further described herein, in the Collateral Documents and in favor the Indenture, the security interests of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent Trustee for the benefit of the Secured Parties; the Borrower has not instructed holders of the Securities Intermediary to comply with and the entitlement order liens on the rights of any Person other than the Company and the Initial Secured Guarantors in the Collateral Agent; provided that, until the Collateral Agent delivers will be a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower valid and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a perfected security interest in all Collateral that can be perfected by the Collateral Obligations hereunder filing of a UCC-1 financing statement under the UCC as in effect in any applicable jurisdiction, and the liens will have the priority described in the Pricing Disclosure Package and the Final Offering Memorandum subject to Permitted Liens, except as the Collateral Agentenforcement thereof may be limited by bankruptcy, on behalf insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). As of the Secured Parties; the Borrower has taken all necessary steps to file or authorize Closing Date, the filing of all appropriate necessary UCC financing statements in the proper filing office offices, will have been duly made or taken and will be in full force and effect, in each case, to the appropriate jurisdictions under Applicable Law extent required by the applicable Collateral Document. As of the Closing Date, the Collateral Trustee shall have possession and control of all Collateral for which the Collateral Documents require such possession or control as of the Closing Date, in order to perfect accordance with the security interest in that portion terms of the Collateral in which a security interest may be perfected by filing pursuant Documents and subject to Article 9 the Intercreditor Agreement. Upon the due execution and delivery of the UCC Mortgages, each of the Mortgages will be effective to create a valid and perfected trust or mortgage lien, as applicable, in effect favor of the Collateral Trustee in Delaware; all original executed copies the right, title and interest of each underlying promissory note constituting or evidencing any Collateral Obligation have been orthe Company and the Subsidiary Guarantors in the Mortgaged Property described therein, subject to Permitted Liens, and each such Mortgage, upon recording in the delivery requirements contained herein and/or Section 18.3proper recorders’ offices or appropriate public records and upon payment of the mortgage recording fees and taxes in respect thereof, will be delivered constitute constructive notice to third parties of the lien of such Mortgage and each of the trust or mortgage liens, as applicable, will have the priority described in the Pricing Disclosure Package and the Final Offering Memorandum subject to Permitted Liens. Upon recording of the Mortgages in the proper recorders’ offices or appropriate public records with respect to the Collateral Custodian; described therein constituting as-extracted collateral (as defined in the Borrower has receivedUCC) and fixtures (as defined in the UCC) (the “Mortgage Personal Property Collateral”), or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf security interests of the Collateral Agent Trustee for the benefit of the Secured Parties; none holders of the underlying promissory notes that Securities and the liens on the rights of the Company and the Subsidiary Guarantors in the Mortgage Personal Property Collateral will constitute or evidence valid, perfected security interest in the Personal Property Collateral, subject to Permitted Liens. Upon the due execution and delivery of the Control Agreements, the Collateral Obligations has any marks or notations indicating that they Trustee will 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 valid and perfected 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 interest in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Securitydeposit accounts and/or securities accounts described therein, in each case subject 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 effectivePermitted Liens.

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

Security Interest. This Agreement creates Instrument shall also be a valid security agreement between Debtor and continuing Lien on Secured Party covering the Collateral constituting personal property or fixtures (hereinafter collectively called "UCC Collateral") governed by the Uniform Commercial Code as adopted in favor the State (hereinafter called the "Code") as the same may be more specifically set forth in any financing statement delivered in connection with this Instrument, and as further security for the payment and performance of the Collateral AgentObligations, on behalf of the Debtor hereby grants to Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of Party a security interest in the 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 such portion of the Collateral in which a security interest to the full extent that the Collateral may be perfected subject to the Code. In addition to Secured Party's other rights hereunder, Secured Party shall have all rights of a secured party under the Code. Debtor shall execute and deliver to Secured Party all financing statements and such further assurances that may be reasonably required by Secured Party to establish create, perfect (to the extent the same can be achieved by the filing of a financing statement) and maintain the validity and priority of Secured Party's and Trustee's respective security interests, and Debtor shall bear all reasonable costs thereof, including all Code searches. If Secured Party should dispose of any of the Collateral comprising the UCC Collateral pursuant to Article 9 the Code, ten (10) days' prior written notice by Secured Party to Debtor shall be deemed to be reasonable notice; provided, however, Secured Party may direct Trustee to dispose of such property in accordance with the foreclosure procedures of this Instrument in lieu of proceeding under the Code. Secured Party may from time to time execute and deliver at Debtxx'x xxpense, all continuation statements, termination statements, amendments, partial releases, or other instruments relating to all financing statements by and between Debtor and Secured Party. If an Event of Default shall occur and be continuing, (a) Trustee and Secured Party, in addition to any other rights and remedies which it may have, may exercise immediately and without demand, any and all rights and remedies granted to a secured party under the Code including, without limiting the generality of the foregoing, the right to take possession of the UCC Collateral or any part thereof, and to take such other measures as in effect in Delaware; all original executed copies of each underlying promissory note constituting Secured Party 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 Trustee may deem necessary for the benefit care, protection and preservation of such collateral and (b) upon request or demand of Secured Party, Debtor shall at its expense, assemble the UCC Collateral and make it available to Secured Parties; none of Party and Trustee at a convenient place acceptable to Secured Party. Debtor shall pay to Secured Party and Trustee on demand, any and all expenses, including reasonable attorneys' fees and disbursements incurred or paid by Secured Party or Trustee in protecting the underlying promissory notes that constitute or evidence interest in the UCC Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than and in enforcing the Collateral Agent on behalf of the Secured Parties; rights hereunder 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 effectiveUCC Collateral.

Security Interest. This Agreement creates a valid (a) As security for the payment and continuing Lien on the Collateral in favor performance of the Collateral AgentObligations, on behalf Debtor hereby grants to Secured Party as collateral agent, for itself and for the ratable benefit of Lenders, a security interest (ranking in first priority, subject only to the rights of the Secured PartiesOffice of the Chief Scientist of Israel, which security described in s.9.7 and 11.13 of the Convertible Loan Agreement), in all of Debtor's right, title and interest is validly perfected in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, instruments, inventory, investment property, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the "Collateral"). Notwithstanding the foregoing, except for fixtures (to the extent covered by Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting such grant of a security interest shall not extend to, and the term "Collateral" shall not include, any asset which would be real property under the law of the jurisdiction in which it is located. The interest of any Lender in the Collateral Obligations hereunder shall be on a parity with the interests of all other Lenders, and the interest of each Lender in the Collateral shall be ratable in the proportion that the aggregate indebtedness then outstanding and unpaid under the Promissory Note(s) held by such Lender bears to the aggregate indebtedness then outstanding and unpaid under the Promissory Notes held by all Lenders (except to the extent the Lenders agree to any other ratable interest therein). Any Lender holding any instruments, certificated investment property or other Collateral Agent, on behalf of hereunder shall do so as agent for Secured Party and for the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing ratable benefit 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 Lenders. Notwithstanding anything to the delivery requirements contrary contained herein and/or Section 18.3in this Agreement, 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 Securityprovisions contained herein relating to control of Debtor's deposit accounts or other liquid assets, 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.Party agrees as follows:

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

Security Interest. This Agreement creates Upon issuance of the Letter of Credit and payment of the Initial Guaranty Payment, and effective as of date of Merchant’s and Lenders’ receipt of the Initial Guaranty Payment and the Letter of Credit, and subject to the provisions of this Section 16, Merchant hereby grants to Agent pursuant to Bankruptcy Code § 364(d) a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which perfected first priority security interest is validly perfected under Article 9 of (subject to the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as subordination provisions set forth hereinbelow in this Section 16) in and lien upon (i) the Merchandise; with respect (ii) the Proceeds; and (iii) to Collateral the extent that constitute Security Entitlements Merchant and Agent agree upon a lump sum payment for the Owned FF&E in the Stores and/or the Designated Distribution Center(s), if any, pursuant to Section 15.9 hereof), in the Owned FF&E in the Stores and/or the Designated Distribution Center(s); provided, however, that the security interest granted to Agent hereunder shall remain junior and subordinate in all respects to (a) all Merchant’s rights to receive payment of such Security Entitlements have been credited to the Accounts Guaranteed Amount, Expenses and the Securities Intermediary has agreed to treat Merchant’s Recovery Amount, all assets credited to in full (collectively, the Accounts as Financial Assets“Agent’s Payment Obligations”), (b) the Borrower has taken all steps necessary to enable liens, security interests and claims of the Collateral Agent to obtain Control with respect GECC and the Lenders, to the Accounts extent of the unpaid portion of Agent’s Payment Obligations, and (c) the Accounts are not security interests of the Indenture Trustee and the Noteholders, to the extent of the unpaid portion of Agent’s Payment Obligations. In addition, notwithstanding anything to the contrary contained herein, the security interest, liens and claims of GECC and Lenders shall be senior and superior in all respects to the name claims, liens and security interest granted to Agent hereunder to the extent of any Person and all credit extensions made by, and other than use of cash Proceeds by the BorrowerMerchant, subject and other obligations incurred by (or otherwise owing to), GECC and the Lenders under DIP Credit Agreement up to the Lien amount of the Collateral Agent for Remaining Guaranteed Amount set forth on the benefit of Guaranteed Amount Certificate most recently delivered to GECC prior to the Secured Parties; the Borrower has not instructed the Securities Intermediary time such credit extensions are made, such Proceeds are used, or other obligations incurred, in each case, as such Remaining Guaranteed Amount set forth in any Guaranteed Amount Certificate delivered to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer GECC under this Agency Agreement may cause cash in the Accounts to be invested or distributed adjusted in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns Sections 3.1(a), 3.1(e), 6.1(b), 8.8, and has good 11.1(m) hereof (provided that Agent and marketable title to the Collateral free and clear Merchant shall immediately notify GECC 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 such adjustment in the Collateral Obligations hereunder Remaining Guaranteed Amount and the Agent and the Merchant provide an updated Guaranteed Amount Certificate to GECC reflecting the Collateral Agent, on behalf amount of such adjustment). Upon entry of the Secured Parties; Approval Order and payment of the Borrower has taken all necessary steps Initial Guaranty Payment pursuant to file or authorize Section 3.3 hereof, and the filing issuance of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect Letter of Credit, the security interest in that portion of granted to Agent hereunder shall be deemed properly perfected without the Collateral in which a need for further filings or documentation (but such security interest may interests shall have the priority afforded thereto (and shall be perfected by filing pursuant to Article 9 of the UCC subordinated as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCCset forth) 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 two (A2) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveimmediately preceding sentences).

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

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

Security Interest. This Agreement creates a valid (a) As security for the payment or performance, as the case may be, in full of the Term Loan Obligations, each Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and continuing Lien on transfers to the Collateral in favor Agent for the ratable benefit of the Secured Parties that are Term Lenders, and hereby grants to the Collateral AgentAgent for the ratable benefit of the Secured Parties that are Term Lenders, on behalf a first priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral. In addition, as security for the payment or performance, as the case may be, in full of the Other Obligations, each Grantor hereby bargains, sells, conveys, sets over, mortgages, pledges, hypothecates and transfers to the Collateral Agent for the ratable benefit of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as hereby grants to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the ratable benefit of the Secured Parties, a second priority security interest in, all of such Grantor’s right, title and interest in, to and under the Collateral; provided that the Borrower has not instructed Liens granted pursuant to this sentence shall be subject and subordinate to the Securities Intermediary Liens granted to comply with secure the entitlement order of any Person other than Term Loan Obligations pursuant to the immediately preceding sentence. Notwithstanding the foregoing, (i) subject to clause (iv) below, all the Collateral Agent; provided that, until shall ratably secure all the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts Obligations subject to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien their respective priorities (other than Permitted LiensObligations constituting Exempted Indebtedness); , (ii) subject to clause (iv) below, all the Borrower has received Unrestricted Collateral shall also ratably secure the Obligations that constitute Exempted Indebtedness, (iii) subject to clause (iv) below, all consents the Restricted Collateral shall also secure the Restricted Secured Indebtedness and approvals required (iv) the foregoing clauses shall not be construed to affect the priority of the Liens granted hereunder securing Term Loan Obligations over the Liens granted hereunder to secure Other Obligations, to the extent such Obligations are secured by the terms of any same Collateral Obligation after giving effect to the transfer and granting of a security interest in the Collateral Obligations foregoing clauses. The Liens granted hereunder to secure the Collateral Agent, on behalf of Term Loan Obligations and the Secured Parties; Other Obligations are collectively referred to herein as the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective“Security Interest”.

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

Security Interest. This Agreement 6.1 Borrower hereby expressly grants InnoVen, to secure the payment and performance in full of all of the Obligations, a continuing security interest, and creates a valid and continuing Lien which shall comprise of, (i) pari passu first charge, by way of hypothecation, on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control Current Assets (as defined in the Account Control Agreement), the Borrower Deed of Hypothecation) which shall include current and future fixed and non-current assets (including Intellectual Property and the Servicer may cause cash in Intellectual Property Rights therein of the Accounts Borrower) ; (ii) pari passu first charge over the brand ‘BoAt’ which is owned by the Company; (wherein, (i) and (ii) are collectively referred to be invested or distributed as the “Hypothecated Goods") in accordance with this Agreement; all Accounts constitute Securities Accounts; the specific terms and conditions set forth under Schedule 1 Part 1 hereunder. Further, the Promoters have agreed to pledge 15% of the shares held by them in the Borrower owns to secure the Borrower’s Obligations in terms of and has good and marketable title pursuant to the Collateral free Deed of Pledge and clear of any Lien (in accordance with the specific terms and condition set forth therein and in the other than Permitted Liens); Loan Documents. Borrower represents, warrants, and covenants that the Borrower has received security interest granted herein is and shall, unless otherwise agreed in writing between the Parties, at all consents and approvals required by the terms of any Collateral Obligation times continue to the transfer and granting of a be pari passu first priority perfected security interest in the Collateral Obligations hereunder (subject only to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps Permitted Liens that may have superior priority 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 InnoVen’s security interest in that portion of under this Agreement or the Collateral in which Loan Documents). InnoVen shall be granted a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer pari passu charge by the Borrower for all the Hypothecated Goods, to secure the facility granted by InnoVen under the WCDL Facility and Term Loan Agreement. Subject to Clause 10.1.3, it is clarified that InnoVen shall, proceed against the Hypothecated Goods (other than Intellectual Property and Intellectual Property Rights) (“Other Hypothecated Goods”) before proceeding against the Intellectual Property and Intellectual Property Rights if in InnoVen’s sole opinion the Other Hypothecated Goods are not sufficient to secure the payment and performance in full of such Certificated Security, in each case to be held by the Collateral Custodian on behalf all 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 effectiveObligations.

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

Security Interest. This Agreement creates Assignment constitutes either: (i) a valid transfer and assignment to the Trust of all right, title and interest of Chase USA in and to Receivables now existing and hereafter created in the Additional Accounts designated hereby, and all proceeds (as defined in the UCC) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person claiming through or under Chase USA or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the holder of the Transferor Certificate and (z) Chase USA's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Principal Account as provided in the Pooling and Servicing Agreement; or (ii) a valid and continuing Lien on security interest (as defined in the Collateral UCC) in the Additional Accounts in favor of the Collateral AgentTrust, on behalf the proceeds (as defined in the UCC) thereof and Insurance Proceeds relating thereto, upon the conveyance of such Receivables to the Secured PartiesTrust, which security interest is validly perfected under Article 9 of the UCCprior to all other Liens, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of InstrumentsChase USA, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts and (c) designated hereby, the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control proceeds (as defined in the Account Control Agreement)UCC) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby and in the Collateral Obligations hereunder to the Collateral Agent, on behalf case of the Secured Parties; Receivables of such Additional Accounts thereafter created and the Borrower proceeds (as defined in the UCC) thereof, and Insurance Proceeds relating to such Receivables, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315 the UCC as in effect in the State of Delaware), except for Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement. Chase USA has taken all necessary steps to file caused or authorize will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law 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 Receivables granted 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 Trust hereunder. The Receivables 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 ("accounts" within the meaning of the applicable UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.

Security Interest. This Agreement creates a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) Purchaser and Seller intend that the Transactions hereunder be sales to Purchaser of the Purchased Assets and not loans from Purchaser to Seller secured by the Purchased Assets (other than for U.S. federal, state and local income and franchise Tax purposes more fully described in Article 23(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, including in the event that, other than for such Tax purposes, a court or other forum re-characterizes the Transactions hereunder as other than sales, and as security for the performance by Seller of all of such Security Entitlements have been credited Seller’s obligations to Purchaser under the Accounts Transaction Documents and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial AssetsTransactions entered into hereunder, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not or in the name event that a transfer of any Person other than a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the BorrowerCollateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the Lien terms and conditions of this Agreement, to Purchaser to secure the payment of the Collateral Agent for Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 27, and under 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 Transaction Documents (as defined in the Account Control Agreement)collectively, the Borrower “Repurchase Obligations”). Seller agrees to xxxx its books and records to evidence the Servicer may cause cash in the Accounts interests granted to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns Purchaser hereunder. Seller hereby pledges, assigns and has good and marketable title grants 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 Purchaser as further security for Seller’s obligations to the transfer and granting of Purchaser hereunder, a continuing first priority security interest in and Lien upon any Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the Collateral Obligations hereunder to rights and remedies of a “secured party” under 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; Uniform Commercial Code with respect to Collateral that constitutes a Certificated Securitythereto (such pledge, such certificated security has been delivered to the Collateral Custodian and“Related Credit Enhancement”). For purposes of this Agreement, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effective.“

Security Interest. This Agreement creates To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Mer chant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement. Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup and to appropriate a valid nd to apply any and continuing Lien all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations under this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control thereof and the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in favor the dep osit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Merchant's n ame describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.

Security Interest. This Agreement creates To evidence the purchase and sale of Receivables hereunder and to secure Merchant’s obligations to remit the Periodic Amount until the Amount Sold is received by Purchaser out of Receivables, Merchant and Guarantor hereby grant to Purchaser, in the name of Purchaser or its duly authorized representative, a valid and first priority, continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under (unless a third-party lien has been consented to by Purchaser in writing prior to the Effective Date) in and to: (i) the Receivables of Merchant (or any person or entity whose accounts are included in Receivables) up to the Amount Sold; (ii) all equipment and inventory as those terms are defined in Article 9 of the UCC, as amended, whether now or hereafter owned or acquired by Merchant (and/or any subsidiary or other person or entity whose accounts are included in Receivables) and is enforceable as such against creditors of and purchasers from the Borrowerwherever located; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (aiii) all “proceeds” of such Security Entitlements have been credited to property described in clause (i) and/or clause (ii), as that term is defined in Article 9 of the Accounts UCC; (iv) upon a Material Breach, the assets, business property and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetscollateral of any Other Business, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts Successor Company or Guarantor; and (cv) any additional collateral as may be mutually agreed between Merchant and/or any Guarantor , on the Accounts are not one hand, and Purchaser, on the other hand 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 writing (as defined in the Account Control Agreement)collectively, the Borrower “Collateral”). Merchant and the Servicer may cause cash in the Accounts to Guarantor agree that any electronic signature provided for this Agreement shall be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions deemed fully “authenticated” 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 for purposes of creating and perfecting the foregoing security interest. Xxxxxxxx hereby authorizes Purchaser to make any UCC filing and/or recording relating to this Agreement (including filing a UCC-1 financing statement) at any time with any governmental agency and/or office (including the office of the Secretary of State), including without limitation to perfect Purchaser’s rights and interests in 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; as provided in this Agreement. In addition, upon a Material Breach, Purchaser may exercise any rights and remedies available under the Borrower has receivedUCC and applicable law against Merchant and/or Guarantor, or subject to including without limitation, placing a “hold” on Merchant’s credit card processing accounts, the delivery requirements contained herein costs of which shall be borne by Merchant, as provided above. Merchant and Guarantor hereby agree that Merchant will receivenot pledge, 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 pledgedgrant, assigned transfer or otherwise conveyed encumber any security interest in its Receivables to any Person other person or entity until Purchaser has received the Amount Sold, plus any assessed fees and Costs of Collection, other than the Collateral Agent on behalf of the Secured Parties; in connection with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if financing approved by Purchaser 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 effectivewriting beforehand.

Security Interest. This Agreement creates Assignment constitutes either (i) a valid transfer and continuing Lien on assignment to the Collateral in favor Trustee of all right, title and interest of the Collateral Agent, Bank in and to the Receivables now existing and hereafter created in the Additional Accounts designated on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCCSchedule 1 hereto, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements all proceeds (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (including “proceeds” as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash UCC as in effect in the Accounts to applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto and such Receivables and all proceeds thereof will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; held by the Borrower owns and has good and marketable title to the Collateral Trustee free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under the Bank or any of its Affiliates, except for (x) Liens permitted under Section 2.05(b) of the Pooling and Servicing Agreement, (y) the interest of the Holder of the Exchangeable Transferor Certificate and (z) the Bank’s right to receive interest accruing on, and investment earnings in respect of, the transfer Finance Charge Account and granting of a security interest the Principal Account, or any Series Account as provided in the Collateral Obligations hereunder to the Collateral AgentPooling and Servicing Agreement and any related Supplement, 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 (ii) (A) a valid transfer for security (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 applicable jurisdiction) of all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been orthe Bank’s right, subject title and interest in such property to the delivery requirements contained herein and/or Section 18.3Trustee, 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 which 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; enforceable with respect to Collateral that constitutes a Certificated Security, the existing Receivables of the Additional Accounts designated hereby and the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such certificated security has been delivered Receivables to the Collateral Custodian andTrustee hereby, if in registered form, has been specially Indorsed (within the meaning of the UCC) and which will be enforceable with respect to the Collateral Custodian or Receivables hereafter created in blank by an effective Indorsement or has been registered respect of Additional Accounts designated hereby, the proceeds (as defined in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, UCC as in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and effect in the case of an Uncertificated Securityapplicable jurisdiction) thereof and Insurance Proceeds relating thereto upon such creation, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing if this Assignment constitutes a transfer for security to the Trustee in such registration property upon the grant of the security interest in Section 2(b) hereof with respect to remain effectivethe existing Receivables of the Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto conveyed to the Trustee hereby, and upon the creation of such Receivables thereafter created in such Additional Accounts, the proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, the Trustee shall have a first priority perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such property (subject to the rules governing proceeds set forth in the UCC as in effect in the applicable jurisdiction), except for Liens permitted under Section 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Agreement creates Subject only to the Permitted Liens (as defined below), Licensor hereby grants to SPWA a valid first priority security interest (“Security Interest”) in and continuing to all right, title and interest of Licensor in the Picture, including without limitation in the Rights granted hereunder, the underlying rights therein and the physical elements thereto (collectively, “Collateral”) to secure all of SPWA’s rights hereunder, including without limitation, the right of access to the Materials, SPWA’s recoupment rights hereunder and the right to any monies SPWA may be able to obtain from the exploitation of the Rights granted in this Agreement, and Licensor’s timely performance of its obligations hereunder; such Security Interest shall be subordinate in priority only to those customary security interests held by: (i) the guilds (e.g., Screen Actors Guild (“SAG”), the Writers Guild of America (“WGA”), the Director’s Guild of America (“DGA”), as applicable); (ii) if applicable, the financing entitles for the Picture; and (iii) if applicable, the completion bond company for the Picture (collectively, “Permitted Liens”). Notwithstanding the foregoing, upon payment of the Minimum Guarantee, any Permitted Lien on the Collateral in favor of the Collateral Agent, on behalf financing entities for the Picture and/or completion bond company for the Picture shall be subject to customary non- disturbance arrangements until payment of the Secured Parties, which security interest is validly perfected under Article 9 Minimum Guarantee and subordinated to the Security Interest to the extent of the UCCRights upon payment of the Minimum Guarantee. Except for the Permitted Liens, Licensor warrants and represents that it has not previously assigned, granted or transferred any interest in or lien on the Collateral to any party which would conflict, interfere or be inconsistent with the Security Interest granted to SPWA herein, Licensor hereby irrevocably authorizes SPWA to file, at any time and from time to time and in any jurisdiction, without the signature of Licensor, one (1) or more financing or continuation statements and amendments thereto, relating to the Collateral. Licensor agrees to execute such other and further documents, including but not limited to, the Laboratory Pledgeholder Agreement, a security agreement (“Security Agreement”), other security documentation required by SPWA, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and any such other categories of collateral under the applicable UCC document as SPWA may require to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assetsperfect, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute protect or evidence the Collateral Obligations has any marks or notations indicating that they have been pledgedforegoing Security Interest. If Licensor fails to deliver such security documents within thirty (30) days after XXXX’s request therefor, assigned or otherwise conveyed Licensor irrevocably appoints SPWA to any Person other than the Collateral Agent on behalf of the Secured Parties; execute such security documents as Licensor’s attorney-in- fact, coupled 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 effectiveinterest.

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

Security Interest. This Agreement creates To secure payment of Merchant’s obligations under the Merchant Agreement, Merchant grants to Peoples Trust a valid and continuing Lien on the Collateral in favor of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements in all now existing or hereafter acquired: (a) all of such Security Entitlements have been credited Transactions, Sales Drafts, Credit Vouchers and other items submitted to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the Borrower has taken Merchant Agreement, including all steps necessary amounts due to enable the Collateral Agent Merchant (including any rights to obtain Control with respect to the Accounts and receive credits or payments hereunder); (c) Accounts maintained with 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 under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s Account with Peoples Trust or Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trus t, 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 differen t 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 Xxxxxxxx’s Accounts maintained with Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against the Accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Xxxxxxxx agrees that Peoples Trust may file such financing statements and any other documents as may be required for Peoples Trust to perfect its security interest, and Xxxxxxxx will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the entitlement order of any Person security interest, at Merchant’s cost. Merchant represents and warrants that no other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and party has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest or lien in the Collateral Obligations hereunder to the Collateral Agent, on behalf any of the Secured Parties; the Borrower has taken all necessary steps to file collateral pledged above, and Xxxxxxxx will obtain Peoples Trust’s written consent before it grants a lien or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed pledged collateral to any Person other than person. To the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Securityextent applicable, 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 Securityany voluntary or involuntary bankruptcy or insolvency petition or proceeding, by (A) causing Merchant acknowledges and agrees that notwithstanding anything contained in this Merchant Agreement, the Collateral Custodian to become Reserve Account is separate and apart from the registered owner of such uncertificated security Merchant’s insolvency estate and (B) causing such registration to remain effectivePeoples Trust has a first priority thereon.

Security Interest. This Agreement creates Assignment constitutes either (i) a valid transfer and continuing Lien on assignment to the Collateral in favor Trust of all right, title and interest of the Collateral AgentTransferor in and to Receivables now existing and hereafter created in Additional Accounts designated on Schedule 1 hereto, all monies due or to become due with respect thereto on behalf and after the Additional Account Cut-Off Date including all Finance Charges Recoveries, Interchange, if any, amounts held in any of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent accounts established for the benefit of Certificateholders on and after the Secured Parties; Additional Account Cut-Off Date and all proceeds of all Receivables to the Borrower has not instructed extent set forth in Section 9-306 of 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 UCC in effect in the Account Control Agreement)Relevant UCC State of such Receivables, the Borrower and the Servicer may cause cash in the Accounts to such Receivables and all proceeds thereof (including Insurance Proceeds) will be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title conveyed to the Collateral Trust free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation Person claiming through or under the Transferor or any of its Affiliates except for (x) Liens permitted under subsection 2.5(b) of the Pooling and Servicing Agreement, (y) the interest of the Transferor as holder of the Exchangeable Transferor Certificate and (z) any right of the holder of the Exchangeable Transferor Certificate to receive interest accruing on, and investment earnings (net of investment losses and expenses) with respect to, the transfer Collection 126 Account and granting any other account or accounts maintained for the benefit of Certificateholders as provided in the Pooling and Servicing Agreement and any Supplement; or (ii) a grant of a security interest (as defined in the Collateral Obligations hereunder UCC as in effect in the Relevant UCC State) in such property to the Collateral Agent, Trustee on behalf of the Secured Parties; Trust, which is enforceable with respect to the Borrower has taken all necessary steps to file or authorize existing Receivables of the filing of all appropriate financing statements Additional Accounts designated on Schedule 1 hereto, and the proceeds thereof (as defined in the proper filing office UCC as in effect in the appropriate jurisdictions under Applicable Law Relevant UCC State) (to the extent set forth 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 Section 9-306 of the UCC as in effect in Delaware; all original executed copies the Relevant UCC State), upon the conveyance of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject such Receivables to the delivery requirements contained herein and/or Section 18.3Trust, and which 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; enforceable with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered the Receivables thereafter created in respect of Additional Accounts designated on Schedule 1 hereto and the proceeds thereof (to the Collateral Custodian and, if extent set forth in registered form, has been specially Indorsed (within the meaning Section 9-306 of the UCCUCC as in effect in the Relevant UCC State), upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Collateral Custodian or Trust in blank by an effective Indorsement or has been registered in such property, upon the name filing of the Collateral Custodian upon original issue or registration applicable financing statements described in Section 3 of transfer by this Assignment with respect to 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; Additional Accounts designated hereby and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner Receivables of such uncertificated Additional Accounts thereafter created and the proceeds thereof (to the extent set forth in Section 9-306 of the UCC as in effect in the Relevant UCC State), upon such creation, the Trust shall have a first priority perfected security interest in such property and the proceeds thereof (Bto the extent set forth in Section 9-306 of the UCC as in effect in the Relevant UCC State), except for Liens permitted under subsection 2.5(b) causing such registration to remain effectiveof the Pooling and Servicing Agreement.

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

Security Interest. This To secure all of Merchant's present and future obligations to TransFirst, its Third-Party Sender, and the ODFI (TransFirst, its Third-Party Sender, and the ODFI are referred to as "Secured Party" for purposes of this Section 6.2) under this Agreement, Merchant hereby grants to Secured Party liens and security interests in all of Merchant's rights to and interests in the following, presently existing or hereafter acquired, and in any interest earned thereon and proceeds thereof (collectively, "Collateral"): (i) the Reserve Account, (ii) the Settlement Account, (iii) any deposit account now or hereafter maintained by Merchant with the Secured Party, (iv) any of Merchant's funds now or hereafter in the possession of the Secured Party, and (v) all amounts now or hereafter owing to Merchant under this Agreement creates . Each Secured Party is hereby authorized (and any related notice and demand are hereby expressly waived), to set off, recoup and to appropriate and to apply any and all such amounts owing, funds held, account balances and other Collateral against and on account of Merchant's obligations un der this Agreement, whether such obligations are liquidated, unliquidated, fixed, contingent matured or unmatured. In the case of any Collateral consisting of a valid deposit account with any other Secured Party or any other financial institution, Xxxxxxxx hereby agrees that Secured Party shall have control thereof and continuing Lien on the depository will (and is hereby authorized to) comply with instructions originated by Secured Party directing disposition of funds in the deposit account without further consent by Xxxxxxxx. Xxxxxxxx agrees to duly execute and deliver to Secured Party such additional instruments, documents and agreements as may be reasonably requested to perfect and confirm the liens, security interests in deposit accounts and other Collateral set forth in favor this Agreement. Xxxxxxxx agrees that Secured Party may file such financing statements in Xxxxxxxx's name describing any or all of the Collateral Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC, and is enforceable as such against creditors of and purchasers from the Borrower; the Collateral is comprised of Instruments, Security Entitlements, General Intangibles, Certificated Securities, Uncertificated Securities, Securities Accounts, Investment Property and Proceeds and take such other categories of collateral under the applicable UCC action as to which the Borrower has complied with its obligations as set forth herein; with respect to Collateral that constitute Security Entitlements (a) all of such Security Entitlements have been credited to the Accounts and the Securities Intermediary has agreed to treat all assets credited to the Accounts as Financial Assets, (b) the Borrower has taken all steps necessary to enable the Collateral Agent to obtain Control with respect to the Accounts and (c) the Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Collateral Agent for the benefit of the Secured Parties; the Borrower has not instructed the Securities Intermediary to comply with the entitlement order of any Person other than the Collateral Agent; provided that, until the Collateral Agent delivers a Notice of Exclusive Control (as defined in the Account Control Agreement), the Borrower and the Servicer they may cause cash in the Accounts to be invested or distributed in accordance with this Agreement; all Accounts constitute Securities Accounts; the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien (other than Permitted Liens); the Borrower has received all consents and approvals required by the terms of any Collateral Obligation to the transfer and granting of a security interest in the Collateral Obligations hereunder to the Collateral Agent, on behalf of the Secured Parties; the Borrower has taken all necessary steps to file or authorize the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law require in order to perfect the their liens and security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in Delaware; all original executed copies of each underlying promissory note constituting or evidencing any Collateral Obligation have been or, subject to the delivery requirements contained herein and/or Section 18.3, will be delivered to the Collateral Custodian; the Borrower has received, or subject to the delivery requirements contained herein will receive, a written acknowledgment from the Collateral Custodian that the Collateral Custodian or its bailee is holding each underlying promissory note evidencing a Collateral Obligation solely on behalf of the Collateral Agent for the benefit of the Secured Parties; none of the underlying promissory notes that constitute or evidence the Collateral Obligations has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Collateral Agent on behalf of the Secured Parties; with respect to Collateral that constitutes a Certificated Security, such certificated security has been delivered to the Collateral Custodian and, if in registered form, has been specially Indorsed (within the meaning of the UCC) to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Collateral Custodian upon original issue or registration of transfer by the Borrower of such Certificated Security, in each case to be held by the Collateral Custodian on behalf of the Collateral Agent for the benefit of the Secured Parties; and in the case of an Uncertificated Security, by (A) causing the Collateral Custodian to become the registered owner of such uncertificated security and (B) causing such registration to remain effectiveinterests therein.