VEL Velocity Financial Inc

Exhibit 10.1

Execution Version

VELOCITY COMMERCIAL CAPITAL, LLC

$75,000,000

9.875% Senior Secured Notes due 2029

Fully and unconditionally guaranteed by

VELOCITY FINANCIAL, INC.

NOTE PURCHASE AGREEMENT

February 5, 2024

TABLE OF CONTENTS

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VELOCITY COMMERCIAL CAPITAL, LLC

VELOCITY FINANCIAL, INC.

30699 RUSSELL RANCH ROAD, SUITE 295

WESTLAKE VILLAGE, CALIFORNIA 91362

9.875% Senior Secured Notes due 2029

February 5, 2024

TO THE PURCHASER(S) IDENTIFIED AS PURCHASER(S) ON THE SIGNATURE PAGES HERETO

Ladies and Gentlemen:

Section 1.1. _____This Note Purchase Agreement is one of a series of Note Purchase Agreements (collectively with this Note Purchase Agreement, the “Note Purchase Agreements” and each, a “Note Purchase Agreement”) entered into by Velocity Commercial Capital, LLC, a California limited liability company (the “Issuer”), Velocity Financial, Inc., a Delaware corporation (the “Guarantor” and, together with the Issuer, the “Transaction Entities”), U.S. Bank Trust Company, National Association, as collateral agent (in such role, the “Collateral Agent”), having a corporate trust office at 190 South LaSalle Street, 7th Floor, Chicago, Illinois 60603, and the several Purchasers set forth therein with identical terms and on the same form as this Note Purchase Agreement (except that the Purchaser and principal amount purchased may differ from this Note Purchase Agreement as set forth in each Note Purchase Agreement).

SECTION 2. AUTHORIZATION OF NOTES; INTEREST RATE.

Section 2.1. Authorization of Notes; Additional Notes. The Issuer agrees to the issue and sale of $75,000,000 aggregate principal amount of its 9.875% Senior Secured Notes due 2029 (the “Initial Notes” and, together with any Additional Notes (as defined below), the “Notes”) to the Purchasers on the terms set forth in the Note Purchase Agreements. The Issuer may, from time to time, without the consent of, or notice to, the Purchasers or the Noteholders, as applicable, issue additional notes with the same terms as the Initial Notes (other than differences in the date of issuance, the issue price, the first interest payment date applicable thereto, the first date from which interest will accrue and the interest accrued prior to the issue date of such additional notes) in an unlimited aggregate principal amount (“Additional Notes”); provided, however, that if any such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes and securities law purposes, such Additional Notes will have a separate CUSIP number and provided further, that, both immediately before and on a pro forma basis, after giving effect to the issuance and sale of any such Additional Notes and intended use of proceeds therefrom, (a) no Default or Event of Default has occurred and is continuing (subject to customary “SunGard” or “certain funds” limitations to the extent the proceeds of any Additional Notes are being used to finance a Limited Condition Acquisition), (b) the Issuer is in compliance with Section 11.3 of this Note Purchase Agreement (including, for the avoidance of doubt, any concurrent addition of Collateral) and (c) the Issuer reaffirms the rating for the Notes with one or more NRSROs. The Initial Notes and any Additional Notes will rank equally and ratably and will be treated as a single series for all purposes under the Note Documents. The Notes issued to Qualified Institutional Buyers initially shall be represented by one or more Global Notes, the Notes issued to non-Qualified Institutional Buyers shall be represented by one or more Certificated Notes, as provided in Section 14 and substantially in the form set out in Schedule 1. Certain capitalized and other terms used in this Agreement are defined in Schedule A and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

Section 2.2. Changes in Interest Rate.

(a) If at any time a Rating Event occurs, then:

(i) as of the first day of the six-month Interest Period that begins following the date of the occurrence of the Rating Event, the Notes shall bear interest at an interest rate of 10.875% per annum (the “Adjusted Interest Rate”);

(ii) the Issuer shall promptly, and in any event within ten (10) Business Days after a Rating Event has occurred, notify the holders of the Notes in writing, sent in the manner provided in Section 19, that a Rating Event has occurred, which written notice shall be accompanied by evidence satisfactory to the Required Holders to such effect and confirming the effective date of the Rating Event and that the Adjusted Interest Rate will be payable in respect of the Notes in consequence thereof; and

(iii) the Issuer shall promptly notify the Paying Agent of any change in the interest rate based on any Rating change, which changes the Paying Agent shall have no duty to monitor.

(b) Notwithstanding the foregoing, in no circumstances will the annual interest rate payable on the Notes exceed 10.875% per annum due to changes in the Rating of the Notes or if the Notes cease to be rated by at least one NRSRO. In addition, the interest rate per annum payable on the Notes will revert to 9.875% per annum beginning on the first day of any six-month Interest Period, if, as of such day, the Notes have a Rating of “BBB-” or above by Egan-Jones or its equivalent by any other NRSRO without giving effect to any credit watch. In no event will the annual interest rate payable on the Notes be less than 9.875%.

(c) Following the occurrence and during the continuance of an Event of Default, the Notes shall bear interest at the Default Rate.

SECTION 3. SALE AND PURCHASE OF NOTES.

Section 3.1. Purchase of Notes. Subject to the terms and conditions of the Note Purchase Agreements, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 4, Notes in the principal amount specified on such Purchaser’s signature page to the applicable Note Purchase Agreement at the purchase price of 99.081% of the principal amount thereof. The Purchasers’ obligations under the Note Purchase Agreements are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser under any other Note Purchase Agreements.

SECTION 4. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Simpson Thacher & Bartlett LLP, 2475 Hanover Street, Palo Alto, CA 94304, at 10:00 A.M. New York City time, at a closing (the “Closing”) to be held on February 5, 2024 (the “Closing Date”); provided, however, that the Closing Date may be moved to such other Business Day as may be agreed upon by the Transaction Entities and the Purchasers. At the Closing, the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser (in the case of Notes issued to a Qualified Institutional Buyer, for the account of such Purchaser through the facilities of DTC), against delivery by such Purchaser to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer as set forth in wire instructions provided by the Issuer. The Notes issued to Qualified Institutional Buyers initially shall be represented by one or more Global Notes as set forth in Section 14.1. If at the Closing the Issuer shall fail to tender any Notes to any Purchaser as provided above in this Section 4, or any of the conditions specified in Section 5 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under the applicable Note Purchase Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Issuer to tender such Notes or any of the conditions specified in Section 5 not having been fulfilled to such Purchaser’s satisfaction.

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SECTION 5. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 5.1. Representations and Warranties. The representations and warranties of the Transaction Entities set forth in Section 6 shall be true and correct in all material respects on and as of the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

Section 5.2. Performance; No Default. The Transaction Entities shall have performed and complied with all agreements and conditions contained in this Agreement required to be performed or complied with by it prior to or at the Closing Date. Before and after giving effect to the issue and sale of the Notes (and the application of the proceeds thereof as contemplated by Section 6.19), no Default or Event of Default shall have occurred and be continuing.

Section 5.3. Compliance Certificates.

(a) Officer’s Certificate. Each of the Transaction Entities shall have delivered to such Purchaser an Officer’s Certificate, dated the Closing Date, certifying that the conditions specified in Sections 5.1 and 5.2 have been fulfilled.

(b) Secretary’s Certificate. Each of the Transaction Entities shall have delivered to such Purchaser a certificate of its Secretary, dated the Closing Date, certifying as to (i) the resolutions attached thereto and other corporate proceedings relating to the authorization, execution and delivery of the Note Documents to which it is a party and (ii) each of the Transaction Entity’s organizational documents as then in effect.

(c) Good Standing Certificates. Each of the Transaction Entities shall have delivered to such Purchaser a certificate of good standing, certificate of fact or certificate of existence dated as of a recent date from the Secretary of State of its jurisdiction of organization, and each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

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(d) Certified Articles. Each of the Transaction Entities shall have delivered to such Purchaser certified copies of its certificate of formation or other registered organizational documents from the Secretary of State of its jurisdiction of organization.

Section 5.4. Collateral Documents. The Collateral Agent and the Purchaser shall have received copies of the Collateral Documents duly executed by the Issuer and the Collateral Agent, which shall be in full force and effect and the Issuer shall have performed all of its obligations thereunder required to be performed as of the Closing.

Section 5.5. Purchase Permitted By Applicable Law, Etc. On the Closing Date, such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each jurisdiction to which such Purchaser is subject, without recourse to provisions (such as section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b) not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) applicable to such Purchaser and (c) not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law, in the case of each of the foregoing clauses (a), (b) and (c), or regulation was not in effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably specify to enable such Purchaser to determine whether such purchase is so permitted.

Section 5.6. Sale of Other Notes. Contemporaneously with the sale and purchase of the Notes to be purchased by the Purchaser identified on the signature page hereto, the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified on the signature page to such Purchaser’s Note Purchase Agreement.

Section 5.7. Rating of the Notes. Egan-Jones shall have issued a rating for the Notes of not less than BBB.

Section 5.8. Changes in Corporate Structure. None of the Transaction Entities shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or succeeded to all or any substantial part of the liabilities of any other entity, at any time following December 31, 2023.

Section 5.9. Funding Instructions. At least three (3) Business Days prior to the Closing Date, each Purchaser shall have received written instructions signed by a Responsible Officer on letterhead of the Issuer confirming (i) the name and address of the transferee bank, (ii) such transferee bank’s ABA number and (iii) the account name and number into which the purchase price for the Notes is to be deposited.

Section 5.10. Consents and Amendments. To the extent that any approval or consent is required for the execution and delivery of this Agreement and performance of the transactions contemplated hereunder by the Transaction Entities, including but not limited to under the Note Purchase Agreements dated March 15, 2022 by and among the Transaction Entities, the Collateral Agent and the Purchasers party thereto, governing the terms of the Existing Notes, the Issuer shall have delivered to the Purchasers evidence of such written approval or consent from any such party whose approval or consent is required.

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Section 5.11. Collateral Documents and Filings. The UCC financing statements required to be filed in connection with the transactions contemplated by this Agreement and the Collateral Documents shall have been properly filed in each office required in order to perfect the valid first priority Lien on the Collateral created in favor of the Collateral Agent, for the ratable benefit of the Collateral Agent and the holders of the Notes, pursuant to the Collateral Documents, to the extent such security interest can be perfected by such filing (subject to Permitted Liens) and all necessary filing fees, and all taxes and other charges related to such filings, shall have been paid in full (or reasonably satisfactory arrangements shall have been made for such payment). Upon request of the Purchaser, the Issuer shall have furnished to such Purchaser copies of the Collateral Documents executed on the Closing Date.

Section 5.12. Legal Opinions. The Transaction Entities shall have delivered to such Purchaser the opinion of Simpson Thacher & Bartlett LLP, counsel to the Transaction Entities, substantially to the effect set forth in Schedule 5.12 hereto.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE TRANSACTION ENTITIES.

Each of the Transaction Entities represents and warrants to each Purchaser, as of the Closing Date (or, if any such representations and warranties expressly relate to an earlier date, then as of such earlier date), that:

Section 6.1. Organization; Power and Authority. Each of the Transaction Entities and their respective subsidiaries is duly formed or organized and validly existing as a corporation, limited liability company, limited partnership or other organization in good standing under the laws of the jurisdiction of its incorporation, formation or organization with full corporate, limited liability company or limited partnership authority, as applicable, to own, lease and operate its properties and to conduct its business as presently conducted and as described in the SEC Filings and is duly registered and qualified to conduct its business and is in good standing in each jurisdiction or place where the nature of its properties or the conduct of its business requires such registration or qualification, except where the failure to so register or qualify would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 6.2. Due Authorization, Execution and Delivery.

(a) The Issuer’s execution and delivery of this Note Purchase Agreement and each of the other Note Documents to which it is a party and the performance by the Issuer of its obligations under this Note Purchase Agreement and each of the Note Documents to which it is a party has been duly authorized by the Issuer, and this Note Purchase Agreement and each of the other Note Documents to which it is a party have been duly executed and delivered by the Issuer, and, assuming due authorization, execution and delivery by the other parties thereto (other than the Guarantor), this Note Purchase Agreement and each of the other Note Documents to which it is a party constitute legal, valid and binding obligations of the Issuer, in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b) The Guarantor’s execution and delivery of this Note Purchase Agreement and each of the other Note Documents to which it is a party and the performance by the Guarantor of its obligations under this Note Purchase Agreement and each of the Note Documents to which it is a party has been duly authorized by the Guarantor, and this Note Purchase Agreement and each of the other Note Documents to which it is a party have been duly executed and delivered by the Guarantor, and, assuming due authorization, execution and delivery by the other parties thereto (other than the Issuer), this Note Purchase Agreement and each of the other Note Documents to which it is a party constitute legal, valid and binding obligations of the Guarantor, in accordance with their terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforceability of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

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Section 6.3. Disclosure.

(a) As of its respective date, and, if amended, as of the date of the last such amendment, no SEC Filing contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. “SEC Filings” means the Guarantor’s reports, registration statements, prospectuses and other documents filed by it with the SEC under the Exchange Act or the Securities Act since January 1, 2023 and the disclosure under the heading “Risk Factors” in the Guarantor’s registration statement on Form S-3 (file no. 333-258971) filed on September 1, 2021.

(b) No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the SEC Filings has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

Section 6.4. Financial Statements: Auditors.

(a) The consolidated financial statements of the Guarantor, together with the related schedules and notes thereto, included in the SEC Filings present fairly in all material respects the financial condition, results of operations, cash flows and changes in financial position of the Guarantor and its subsidiaries (including the Issuer) on the basis stated in the SEC Filings at the respective dates or for the respective periods to which they apply; such financial statements and related schedules and notes thereto have been prepared in conformity with GAAP applied consistently throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data set forth in the SEC Filings is accurately presented in all material respects. There are no other financial statements (historical or pro forma) that are required to be included in the SEC Filings. Neither of the Transaction Entities have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), that are not disclosed in the SEC Filings. All disclosures contained in the SEC Filings, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10(e) of Regulation S-K under the Securities Act, to the extent applicable, and present fairly in the information shown therein and the Guarantor’s basis for using such measures. The interactive data in eXtensible Business Reporting Language included in the SEC Filings, if any, fairly present the information called for in all material respects and have been prepared in accordance with the SEC’s rules and guidelines applicable thereto in all material respects.

(b) Each of KPMG LLP and RSM US LLP, who has certified the audited financial statements and/or reviewed the interim financial statements, as applicable, of the Guarantor included in the SEC Filings, was, as of the applicable dates, an independent registered public accounting firm as required by the Securities Act and the applicable rules and regulations adopted by the Commission and the Public Accounting Oversight Board (United States).

Section 6.5. Organization and Ownership of Shares of Subsidiaries. Each of the Guarantor’s “significant subsidiaries” as defined by Rule 1-02 of Regulation S-X that is organized as a corporation, limited or general partnership or limited liability company is listed on Schedule 6.5 hereto.

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Each such significant subsidiary of the Guarantor (i) has been duly organized and is validly existing as a corporation, limited or general partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, (ii) has power and authority to own, lease and operate its properties and to conduct its business as described in the SEC Filings and (iii) is duly qualified as a foreign corporation, limited or general partnership or limited liability company, as the case may be, to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except, in each case in this sentence, where the failure so to qualify or to be in good standing would not, individually or in the aggregate, result in a Material Adverse Effect. Except as otherwise disclosed in the SEC Filings, all of the issued and outstanding shares of capital stock of each such subsidiary that is a corporation, all of the issued and outstanding partnership interests of each such subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each such subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Guarantor, directly or through subsidiaries, free and clear of any Lien that is prohibited by the Note Documents; and none of the issued and outstanding shares of capital stock of any such subsidiary that is a corporation, none of the issued and outstanding partnership interests of any such subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other similar interests of any such subsidiary that is a limited liability company was issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of such subsidiary or any other person. Schedule 6.5 accurately sets forth whether each such significant subsidiary of the Guarantor is a corporation, limited or general partnership or limited liability company and the jurisdiction of organization of each such subsidiary and, in the case of any significant subsidiary which is a partnership or limited liability company, its general partners and managing members, respectively. The only subsidiaries of the Guarantor are (A) the Issuer, (B) the subsidiaries of the Guarantor listed on Exhibit 21 to the Guarantor’s most recent Annual Report on Form 10-K and (C) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitute a significant subsidiary, as defined in Rule 1-02 of Regulation S-X.

Section 6.6. No Restriction on Dividends. Except as described in the SEC Filings, neither Transaction Entity nor any of its respective subsidiaries (other than Securitization Entities or Warehouse Facility Entities) will be a party to or otherwise bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, either Transaction Entities from paying any dividends or making other distributions on its capital stock, and no subsidiary of a Transaction Entity (other than Securitization Entities or Warehouse Facility Entities) is a party to or otherwise bound by any instrument or agreement that limits or prohibits or could limit or prohibit, directly or indirectly, any such subsidiary of a Transaction Entity from paying any dividends or making any other distributions on its capital stock, limited or general partnership interests, limited liability company interests, or other equity interests, as the case may be, or from repaying any loans or advances from, or (except for instruments or agreements that by their express terms prohibit the transfer or assignment thereof or of any rights thereunder) transferring any of its properties or assets to, a Transaction Entity or any other subsidiary.

Section 6.7. Compliance with Laws, Other Instruments, Etc. None of the issuance and sale of the securities by the Transaction Entities, the execution, delivery and performance by each of the Transaction Entities of the Note Documents to which it is a party, nor the consummation by the Transaction Entities of the transactions contemplated herein or therein will (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of either of the Transaction Entities or any of their respective subsidiaries under, any (A) indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease or any other agreement or instrument to which either of the Transaction Entities or any of their respective subsidiaries is bound or by which either of the Transaction Entities, or any of their respective subsidiaries or any of their respective properties may be bound or affected or (B) the corporate charter, operating agreement, regulations or by-laws or shareholders agreement, as applicable, of either of the Transaction Entities or any of their respective subsidiaries, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to either of the Transaction Entities or any of their respective subsidiaries, or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to either of the Transaction Entities or any of their respective subsidiaries, in each case, except where any of the foregoing (other than clause (i)(B) above), individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

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Section 6.8. Governmental Authorizations, Etc. No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any Person is necessary or required in connection with the execution, delivery or performance by the Transaction Entities of this Agreement or any other Note Document, the grant by the Issuer of the Liens granted by it pursuant to the Collateral Documents, the perfection or maintenance of the Liens created under the Collateral Documents (including the priority thereof) or the exercise by the holders of the Notes of their rights under the Note Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, except for (i) filings and registrations necessary to perfect the Liens on the Collateral granted by the Issuer in favor of the holders of the Notes, (ii) the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect (except to the extent not required to be obtained, taken, given or made or in full force and effect pursuant to the Note Documents) and (iii) those approvals, consents, exemptions, authorizations or other actions, notices or filings, the failure of which to obtain or make could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 6.9. Litigation; Observance of Agreements, Statutes and Orders.

(a) Except as disclosed in the SEC Filings, (i) there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Transaction Entities, threatened, against or affecting the Transaction Entities that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, or that would reasonably be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement and the other Note Documents, as applicable, or the performance by the Transaction Entities of their respective obligations hereunder or thereunder.

(b) The operations of the Transaction Entities and their respective subsidiaries are and have been conducted in compliance in all material respects with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA PATRIOT Act of 2001, as amended, or the money laundering statutes of all jurisdictions where the Transaction Entities conduct business (the “Anti-Money Laundering Laws”), the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency.

(c) Neither of the Transaction Entities nor any of their respective subsidiaries nor, to the knowledge of the Transaction Entities, any director, officer, agent, employee or affiliate of the Transaction Entities or any of their respective subsidiaries has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended (the “Foreign Corrupt Practices Act”), and the rules and regulations thereunder or any similar anti-corruption law (collectively, “Anti-Corruption Laws”), including, without limitation, taking any action in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the Foreign Corrupt Practices Act) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the Anti-Corruption Laws; and the Transaction Entities and their respective subsidiaries and, to the knowledge of the Transaction Entities, its affiliates have conducted their businesses in compliance in all material respects with the Anti-Corruption Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance in all material respects therewith.

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(d) Neither of the Transaction Entities nor any of their respective subsidiaries nor, to the knowledge of the Transaction Entities, any director, officer, agent, employee or affiliate of the Transaction Entities or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Transaction Entities will not directly or indirectly use the proceeds of the sale of the securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC (a “Sanctioned Person”). In addition, neither of the Transaction Entities nor any of the their respective subsidiaries, nor, to the knowledge of the Transaction Entities, any director, officer, agent, employee or affiliate of the Transaction Entities or any of their respective subsidiaries, is an individual or entity currently the subject of any sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union or Her Majesty’s Treasury (collectively, “Sanctions”), nor are the Transaction Entities nor any of their respective subsidiaries located, organized or resident in a country or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Cuba, Iran, North Korea, Syria and the Crimea region (each, a “Sanctioned Country”). Neither of the Transaction Entities will, directly or indirectly, use the proceeds of the sale of the securities, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such funding or facilitation, is a Sanctioned Person or Sanctioned Country, in each case, in any manner that will result in a violation by any person (including any person participating in the transaction, whether as Purchaser, advisor, investor or otherwise) of Sanctions. For the past five years, neither the Transaction Entities nor any of their respective subsidiaries have knowingly engaged in, or are now knowingly engaged in, any dealings or transactions with any person that at the time of the dealing or transaction is or was a Sanctioned Person or with any Sanctioned Country.

(e) Except as described in the SEC Filings and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (A) neither Transaction Entity nor any of their respective subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Transaction Entities and their subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws to conduct the business now operated by them and are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against either Transaction Entity or any of its subsidiaries and (D) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Transaction Entities or any of their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

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(f) Neither of the Transaction Entities nor any of their respective subsidiaries is (i) in violation of (A) its articles of incorporation or bylaws, or other organizational documents, (B) any federal, state or foreign law, ordinance, administrative or governmental rule or regulation applicable to a Transaction Entity or any of their subsidiaries, or (C) any decree of any federal, state or foreign court or governmental agency or body having jurisdiction over either of the Transaction Entities or any of their respective subsidiaries, except, in the case of (B) and (C), for violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; or (ii) in default in any material respect in the performance of any obligation, agreement or condition contained in any agreement, contract, lease or other instrument to which such Transaction Entity is a party (“Existing Instrument”), except for such defaults which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and there does not exist any state of facts that constitutes an event of default on the part of either of the Transaction Entities or any of their respective subsidiaries as defined in such documents or that, with notice or lapse of time or both, would constitute such an event of default, except for such events of default which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 6.10. Taxes. The Transaction Entities and their respective subsidiaries have filed all foreign, federal, state and local tax returns that are required to be filed or have obtained extensions thereof, except where the failure so to file would not, individually or in the aggregate, result in a Material Adverse Effect, and have paid all taxes (including, without limitation, any estimated taxes) required to be paid and any other assessment, fine or penalty, to the extent that any of the foregoing is due and payable, except for any such tax, assessment, fine or penalty that is currently being contested in good faith by appropriate actions and except for such taxes, assessments, fines or penalties the nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Effect.

Section 6.11. Affiliate Transactions. There are no business relationships or related party transactions involving the Guarantor or any of its subsidiaries or, to the knowledge of the Guarantor, any other person that are required to be described in the SEC Filings that have not been described as required.

Section 6.12. Title to Property. The Guarantor and its subsidiaries have good and marketable title to all real property owned by any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all Liens except such as (A) are described in the SEC Filings or (B) are not, individually or in the aggregate, material to the Guarantor and its subsidiaries taken as a whole, are not required to be disclosed in the SEC Filings, do not, individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Guarantor or any of its subsidiaries; all real property, buildings and other improvements, and all equipment and other property, held under lease or sublease by the Guarantor or any of its subsidiaries is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the case of leases or subleases relating to real property and buildings or other improvements, such exceptions as are not material and do not interfere with the use made or proposed to be made of such property and buildings or other improvements by the Guarantor and its subsidiaries, and all such leases and subleases are in full force and effect; and neither the Guarantor nor any of its subsidiaries has received any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Guarantor or any of its subsidiaries under any of the leases or subleases mentioned above or affecting or questioning the rights of the Guarantor or any of its subsidiaries to the continued possession of the leased or subleased premises, or to the continued use of the leased or subleased equipment or other property, except for such claims which, if successfully asserted against the Guarantor or any of its subsidiaries, would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

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Section 6.13. Intellectual Property. The Guarantor and its subsidiaries own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively, “Intellectual Property”) that is described in the SEC Filings or that is necessary for the conduct of their respective businesses as currently conducted, as proposed to be conducted and as described in the SEC Filings; neither the Guarantor nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interests of the Guarantor or any of its subsidiaries therein; there are no third parties who have or, to the knowledge of the Transaction Entities, will be able to establish rights to any Intellectual Property of the Guarantor or any of its subsidiaries, except for, and to the extent of, the ownership rights of the owners of the Intellectual Property which the SEC Filings disclose is licensed to the Guarantor or any of its subsidiaries; there is no pending or, to the knowledge of the Transaction Entities, threatened action, suit, proceeding or claim by others challenging the Guarantor’s or any subsidiary’s rights in or to any such Intellectual Property, or challenging the validity, enforceability or scope of any such Intellectual Property, or asserting that the Guarantor or any subsidiary infringes or otherwise violates, or would, upon the commercialization of any product or service described in the SEC Filings, infringe or violate, any Intellectual Property of others, and the Transaction Entities are unaware of any facts which could form a reasonable basis for any such action, suit, proceeding or claim; the Guarantor and its subsidiaries have complied with the terms of each agreement pursuant to which any Intellectual Property has been licensed to the Guarantor or any subsidiary, all such agreements are in full force and effect, and no event or condition has occurred or exists that gives or with notice or passage of time or both, would give any person the right to terminate any such agreement; and there is no patent or patent application that contains claims that interfere with the issued or pending claims of any such Intellectual Property of the Guarantor or any of its subsidiaries or that challenges the validity, enforceability or scope of any such Intellectual Property, except, in each case with respect to this Section 6.13, such failures, allegations, actions, proceedings, violations, infringements, or other circumstances as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 6.14. Controls. The Guarantor and its consolidated subsidiaries maintain and have maintained effective “internal control over financial reporting” (as defined in Rule 13a-15 and 15d-15 under the Exchange Act). The Guarantor and its consolidated subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the SEC Filings, since the end of the Guarantor’s most recent audited fiscal year, there has been (1) no material weakness (as defined in Rule 1-02 of Regulation S-X) in the Company’s and its subsidiaries’ internal controls over financial reporting (whether or not remediated) and (2) no change in the Guarantor’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Guarantor’s internal control over financial reporting. The Guarantor and its subsidiaries, on a consolidated basis, maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15 and 15d-15 under the Exchange Act that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Guarantor’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

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Section 6.15. Sarbanes-Oxley Compliance. There is and has been no failure on the part of the either Transaction Entity or any of their directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act with which any of them is required to comply, including Section 402 related to loans and Sections 302 and 906 related to certifications..

Section 6.16. ERISA. None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of ERISA with respect to a Plan (as defined below) determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal, state or foreign governmental or regulatory agency with respect to the employment or compensation of employees by the Transaction Entities or any of their subsidiaries that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Transaction Entities or any of their subsidiaries that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Guarantor and its subsidiaries compared to the amount of such contributions made in the Guarantor’s most recently completed fiscal year; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) of the Guarantor and its subsidiaries compared to the amount of such obligations in the Guarantor’s most recently completed fiscal year; (iii) any event or condition giving rise to a liability under Title IV of ERISA that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Transaction Entities or any of their subsidiaries related to its or their employment that might reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. For purposes of this paragraph and the definition of ERISA, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) with respect to which the Company or any of its subsidiaries may have any liability.

Section 6.17. Insurance. The Transaction Entities and their respective subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; all policies of insurance and any fidelity or surety bonds insuring the Transaction Entities or any of their respective subsidiaries or their respective businesses, assets, employees, officers and directors are in full force and effect; the Transaction Entities and their respective subsidiaries are in compliance with the terms of such policies and instruments in all material respects; there are no claims by either Transaction Entity or any of its subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither Transaction Entity nor any such subsidiary has been refused any insurance coverage sought or applied for; and neither Transaction Entity nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers at a cost that would not, individually or in the aggregate, result in a Material Adverse Effect.

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Section 6.18. Private Offering by the Transaction Entities. None of the Transaction Entities nor anyone acting on their behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy the Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers and other accredited investors, each of which has been offered the securities in a private sale for investment. None of the Transaction Entities nor anyone acting on their behalf has taken, or will take, any action that would subject the issuance or sale of the securities to the registration requirements of Section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction.

Section 6.19. Use of Proceeds; Margin Regulations.

(a) The Issuer is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock, or extending credit for the purpose of buying or carrying margin stock, and no part of the proceeds from the sale of the securities hereunder will be used, directly or indirectly, for any purpose that violates Regulation U. As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

(b) None of the Transaction Entities is, and after the issuance of the securities and the use of the proceeds therefrom will be, required to be registered as an “investment company” under the Investment Company Act of 1940.

Section 6.20. Cyber Security. There has been no security breach or incident, unauthorized access or disclosure, or other compromise of or relating to any of the Guarantor’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or stored by the Guarantor and its subsidiaries, and any such data processed or stored by third parties on behalf of the Guarantor and its subsidiaries), equipment or technology (collectively, “IT Systems and Data”) and the Guarantor and its subsidiaries have not been notified of, and have no knowledge of any such event or condition that would reasonably be expected to result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data, except in each case, for any breach, incident, access, compromise, event or condition that would not reasonably be expected individually or in the aggregate, to result in a Material Adverse Effect. The Guarantor and its subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except for any failure to comply that would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The Guarantor and its subsidiaries have implemented appropriate controls, policies, procedures, and technological safeguards designed to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably consistent with industry standards and practices, or as required by applicable regulatory standards.

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Section 6.21. Collateral Documents. Except as otherwise contemplated hereby or under any other Note Documents, the provisions of the Collateral Documents (together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents) are effective to create in favor of the Collateral Agent, for the benefit of the Collateral Agent and the holders of the Notes (subject to Permitted Liens), a legal, valid, enforceable Lien on all right, title and interest of the Issuer in the Collateral described therein and (i) when financing statements and other filings in appropriate form are filed in the applicable filing offices in the appropriate jurisdictions and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by the Collateral Documents), the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent intended to be created thereby), all right, title and interest of the grantors in such Collateral to the extent perfection can be obtained by filing financing statements, in each case subject to no Liens other than Permitted Liens.

SECTION 7. REPRESENTATIONS OF THE PURCHASERS.

Section 7.1. Purchase for Investment. The Purchaser identified on the signature page hereto represents that it is purchasing the securities for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof; provided that the disposition of such Purchaser’s or their property shall at all times be within such Purchaser’s or their control. The Purchaser identified on the signature page hereto understands that the offer and sale of the securities have not been registered under the Securities Act and such securities may be resold only if such resale is registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the offer and sale, or resale, of the Notes. The Issuer and Purchaser identified on the signature page hereto agree that such Purchaser is not a Competitor.

Section 7.2. Investment Experience; Access to Information. The Purchaser identified on the signature page hereto (a) is an “accredited investor” as defined in clauses (1), (2), (3), (7), (8), (9), (12) or (13) of Rule 501(a) of Regulation D promulgated under the Securities Act, (b) either alone or together with its representatives has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of this investment and make an informed decision to so invest, and has so evaluated the risks and merits of such investment, (c) has the ability to bear the economic risks of this investment and can afford a complete loss of such investment, (d) understands the terms of and risks associated with the purchase of the Notes, including, without limitation, a lack of liquidity, pricing availability and risks associated with the industry in which the Transaction Entities operate, (e) has had the opportunity to review the business and financial condition of the Transaction Entities as such Purchaser has determined to be necessary in connection with the purchase of the Notes, and (f) has had an opportunity to ask such questions and make such inquiries concerning the Transaction Entities, its business and its financial condition as such the Purchaser has deemed appropriate in connection with such purchase and to receive satisfactory answers to such questions and inquiries. If so indicated on its signature page to this Agreement by inclusion thereon of the CUSIP for the Global Note (92259R AC9), each undersigned Purchaser is a Qualified Institutional Buyer.

Section 7.3. Authorization. The Purchaser identified on the signature page hereto has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by such Purchaser, will constitute a valid and legally binding obligation of such Purchaser, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

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SECTION 8. INFORMATION AS TO TRANSACTION ENTITIES.

Section 8.1. Financial and Business Information. Subject to Section 8.1(c), the Transaction Entities shall deliver to each Purchaser (other than a Competitor):

(a) Quarterly Statements. Within forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Transaction Entities (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,

(i) a consolidated balance sheet of the Guarantor and its subsidiaries (including the Issuer) as of the end of such quarter, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Guarantor and its subsidiaries (including the Issuer), for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,

setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

(b) Annual Statements. Within ninety (90) days after the end of each fiscal year of the Transaction Entities, duplicate copies of,

(i) a consolidated balance sheet of the Guarantor and its subsidiaries (including the Issuer) as of the end of such year, and

(ii) consolidated statements of operations, changes in shareholders’ equity and cash flows of the Guarantor and its subsidiaries (including the Issuer) for such year,

setting forth, in each case in comparative form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon of independent public accountants (without an emphasis of matter paragraph related to “going concern” as defined by Statement on Accounting Standards AU-C Section 570 “The Auditor’s Consideration of an Entity’s Ability to Continue as a Going Concern” (or any similar statement under any amended or successor rule as may be adopted by the Auditing Standards Board from time to time) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness, (2) the activities, operations, financial results, assets or liabilities of any subsidiaries of the Issuer that are not Guarantors or (3) any prospective breach of the financial covenants in Section 11.3), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances.

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(c) SEC Filings. Notwithstanding anything to the contrary in Sections 8.1(a) and (b) above, the Transaction Entities shall not be required to provide quarterly and annual statements to each Purchaser of a Note in accordance with Sections 8.1(a) and (b) to the extent that the Guarantor has filed with the SEC any Quarterly Report on Form 10-Q or Annual Report on Form 10-K for the relevant fiscal period within the time periods set forth in Section 8.1(a) and (b) above.

(d) Notice of Default or Event of Default. Promptly, and in any event within five Business Days after a Responsible Officer becomes aware of the existence of any Default or Event of Default, the Transaction Entities shall provide the Purchasers a written notice specifying the nature and period of existence thereof and what action the Transaction Entities are taking or propose to take with respect thereto;

(e) Notice of Material Adverse Effect. The Transaction Entities shall provide the Purchasers promptly, and in any event within 30 days after a Responsible Officer has received a written notice of any breach or non-performance of, or any default under, an Existing Instrument of the Transaction Entities that has resulted or would reasonably be expected to result in a Material Adverse Effect.

(f) Information from Purchasers. Upon request by the Transaction Entities, a Purchaser shall provide information to the Transaction Entities as reasonably requested by the Transaction Entities to allow the Transaction Entities to determine such Purchaser is not a Competitor, and the Purchaser shall provide such information within twenty (20) Business Days of such request. If the Transaction Entities make such request in good faith and acts reasonably in furtherance of the foregoing and such Purchaser does not provide adequate information to the Transaction Entities for the Transaction Entities to make a determination, the Transaction Entities shall be entitled to treat such Purchaser as a Competitor.

Section 8.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser pursuant to Sections 8.1(a) or (b) shall be accompanied by an Officer’s Certificate as provided in this Section 8.2; provided, however, that if the Transaction Entities are not required to deliver to Purchasers the financial statements pursuant to Sections 8.1(a) or (b) as a result of their compliance with Section 8.1(c), the Transaction Entities shall nonetheless deliver to the Purchasers an Officer’s Certificate in accordance with this Section 8.2 within the time periods set forth in Sections 8.1(a) or (b), as applicable, but in no event later than five (5) Business Days after the applicable Quarterly Report on Form 10-Q or Annual Report on Form 10-K has been filed with the SEC.

(a) Covenant Compliance. The Officer’s Certificate shall certify that the Transaction Entities are in compliance with the financial covenants of Section 11.3 and shall set forth the information from such financial statements that is required in order to establish whether the Transaction Entities were in compliance with the requirements of Section 11.3 during the quarterly or annual period covered by the financial statements then being furnished (or deemed to have been furnished in accordance with Section 8.1(c)) (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and, to the extent that Section 11.3 sets forth any maximum or minimum amount, ratio or percentage applicable to the Transaction Entities, the calculation of the amount, ratio or percentage, as the case may be, then in existence; and

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(b) Event of Default. The Officer’s Certificate shall certify that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Transaction Entities and their respective subsidiaries from the beginning of the quarterly or annual period covered by the financial statements then being furnished (or deemed to have been furnished in accordance with Section 8.1(c)) to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Transaction Entities shall have taken or propose to take with respect thereto.

Section 8.3. Electronic Delivery. Financial statements, opinions of independent certified public accountants, notices, other information and Officer’s Certificates that are required to be delivered by the Transaction Entities pursuant to Section 8.1(a), Section 8.1(b) and Section 8.2 shall be deemed to have been delivered if such financial statements satisfying the requirements of Sections 8.1(a) or (b) and related Officer’s Certificate satisfying the requirements of Section 8.2 are delivered to each Purchaser by e-mail at the e-mail address set forth in such Purchaser’s signature page to the applicable Note Purchase Agreement (or otherwise in accordance with the procedures of DTC) or as communicated from time to time in a separate writing delivered to the Transaction Entities. The Transaction Entities will be deemed to have delivered the Officer’s Certificate when e-mailed to a Purchaser’s email address listed on such Purchaser’s signature page to the applicable Note Purchase Agreement or as otherwise communicated from time to time to the Transaction Entities. In no event will the Transaction Entities be liable if such e-mail address is invalid or inoperable. Without limitation of the foregoing, in the event of an invalid or inoperable email address, the Transaction Entity will make a reasonable good, faith attempt to contact the Purchaser by other means.

SECTION 9. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 9.1. Interest on the Notes; Maturity. Interest on each Note shall be paid at the times and in the amounts set forth therein. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section 9.2. Optional Prepayments.

(a) With respect to an Optional Prepayment Date that occurs prior to February 15, 2027 the Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part, of the Notes, at 104.9375% of the principal amount so prepaid, plus accrued and unpaid interest thereon to, but excluding, the Optional Prepayment Date (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Optional Prepayment Date), plus the Make-Whole Amount, determined for the Optional Prepayment Date with respect to such principal amount. The term “Make-Whole Amount” means the amount (not less than zero) calculated by the Issuer equal to the present value at the Optional Prepayment Date of all required interest payments due through February 15, 2027 (assuming such date were an Interest Payment Date) on the Notes being prepaid (excluding accrued but unpaid interest thereon to, but excluding the Optional Prepayment Date), with such present value computed using a discount rate equal to sum of the Treasury Rate plus 0.50%. “Treasury Rate” means, with respect to a particular prepayment date, the yield to maturity, as determined by the Issuer, of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the date of the applicable optional prepayment notice pursuant to Section 9.3 (the “Make-Whole Amount Calculation Date”) (or, if such Statistical Release is no longer published or the applicable information is no longer available thereon, any publicly available source of similar market data)) most nearly equal to the period from the Make-Whole Amount Calculation Date to February 15, 2027.

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(b) With respect to an Optional Prepayment Date that occurs on or after February 15, 2027, the Issuer may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part, of the Notes, at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below plus accrued and unpaid interest thereon to, but excluding, the Optional Prepayment Date (subject to the right of holders of record on the relevant Record Date to receive interest due on an Interest Payment Date that is on or prior to the Optional Prepayment Date).

Section 9.3. Notice and Procedure for Prepayments.

(a) The Issuer will give each holder of Notes written notice of each optional prepayment under this Section 9.2 not less than ten (10) days and not more than sixty (60) days prior to the Optional Prepayment Date fixed for such prepayment, unless the Issuer and the Required Holders agree to another time period. Each such notice shall specify such Optional Prepayment Date (which shall be a Business Day), the aggregate principal amount of the Notes to be prepaid on such Optional Prepayment Date, the interest to be paid on such Optional Prepayment Date with respect to such principal amount being prepaid, and any conditions precedent to such prepayment as provided by Section 9.3(b), and shall be accompanied by a certificate of a Senior Financial Officer as to the Make-Whole Amount (if any) due in connection with such prepayment.

(b) Any prepayment may, at the Issuer’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of a corporate transaction, a financing transaction or other event. If any prepayment is so subject to the satisfaction of one or more conditions precedent, the notice of prepayment shall describe each such condition and, if applicable, shall state that, in the Issuer’s discretion, that the Optional Prepayment Date may be delayed until such time as any or all such conditions have been satisfied (or waived by the Issuer in its sole discretion) by the Optional Prepayment Date, or by the Optional Prepayment Date as so delayed, and/or that such notice may be rescinded at any time by the Issuer if the Issuer determines in its sole discretion that any or all of such conditions will not be satisfied (or waived). For the avoidance of doubt, if any Optional Prepayment Date shall be delayed as contemplated by this paragraph and the terms of the applicable notice of prepayment, such Optional Prepayment Date as so delayed may occur, subject to the applicable procedures of DTC, at any time after the original Optional Prepayment Date set forth in the applicable notice of prepayment and after the satisfaction (or waiver) of any applicable conditions precedent, including, without limitation, on a date that is less than ten (10) days after the originally specified Optional Prepayment Date or more than sixty (60) days after the applicable notice of prepayment. In addition, the Issuer may provide in such notice that payment of the prepayment price may be made by another person.

Section 9.4. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 9.2, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment. Partial redemptions will be processed through DTC in accordance with its rules and procedures, as a Pro Rata Pass-Through Distribution of Principal.

Section 9.5. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 9, the principal amount of each Note to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to (but excluding) such date and the applicable premium, if any. On or before 10:00 a.m., New York City time, on any prepayment date, interest payment date or the Maturity Date, the Issuer shall deposit with the Paying Agent money sufficient to pay the principal of, interest, if any, and premium, if any, on the Notes to pay the applicable prepayment price, accrued interest, if any, and premium, if any, on all Notes that are to be prepaid on that date, receive an interest payment on that date, or be repaid on that date, as applicable. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest and the premium, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

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Section 9.6. Purchase of Notes. On any Business Day, the Transaction Entities or their Affiliates may purchase Notes on the open market and, in the case of Notes purchased by a direct or indirect parent of the Issuer, such Notes shall be contributed to the Issuer. Upon completion of the purchase of any Notes by any Transaction Entity or any of their subsidiaries, the Issuer shall cancel any Notes previously authenticated and delivered (including the Initial Notes) and which the Transaction Entity or any of their subsidiaries may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled. Such cancelled Notes shall not be reissued and upon cancellation shall not be considered outstanding for purposes of calculating the covenants set forth in Section 11.3. Immediately upon the cancellation of any Notes pursuant to this Section 9.6, the security interest of the holders of such Notes in the Collateral shall automatically be deemed to be released, and the holders of the Notes shall execute and deliver to the Issuer any and all documentation reasonably requested and prepared by the Issuer at its expense to evidence such automatic release. No provision of this Agreement that relates to prepayment procedures, penalties, fees, make-whole payments (including any Make-Whole Amount) or any other related matters shall be applicable to any Notes cancelled pursuant to and in accordance with this Section 9.6.

Section 9.7. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to the contrary notwithstanding, (x) any payment of interest on any Note that is due on a date that is not a Business Day shall be made on the next succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of, or premium, if any, on, any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall not include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

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Section 9.8. Mandatory Offer to Prepay in Event of Change of Control.

(a) If a Change of Control occurs, unless the Issuer has exercised its option to redeem all Notes in full pursuant to Section 9.2 or has satisfied and discharged such Notes, each Noteholder will have the right to require the Issuer to repurchase all or any part (equal to minimum principal amounts of $2,000 and in integral multiples of $1,000 in excess thereof) of that holder’s Notes pursuant to the offer set forth below (an “Offer to Purchase”). In an Offer to Purchase, the Issuer shall be required to offer payment in cash equal to 101% of the aggregate principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase of such Notes (a “Change of Control Purchase Price”). Not later than fifteen (15) days following any Change of Control, the Issuer shall deliver or cause to be delivered (or if the Notes are represented by one or more Global Notes, transmitted in accordance with DTC’s standard procedures therefor) a notice to holders of the Notes describing the transaction that constitutes or may constitute the Change of Control and offering to purchase such Notes on the date specified in the notice, which date shall be no earlier than thirty (30) days and no later than sixty (60) days after the date such notice is delivered or transmitted (an “Expiration Date”) and a settlement date for purchase (a “Change of Control Purchase Date”) for such Offer to Purchase of not more than three Business Days after the Expiration Date. The notice shall also contain instructions and materials necessary to enable holders to tender Notes pursuant to the offer. The notice shall, if delivered or transmitted prior to the date of consummation of the Change of Control, state that the offer to purchase is conditioned on the Change of Control occurring on or prior to the Change of Control Purchase Date.

(b) Such notice shall also state:

(1) that the Offer to Purchase is being made pursuant to this Section 9.8 and that all Notes or portion of such Notes validly tendered and not withdrawn will be accepted for payment;

(2) the Change of Control Purchase Price and the Change of Control Purchase Date;

(3) that any Note not tendered will continue to accrue interest;

(4) that any Note accepted for payment pursuant to the Offer to Purchase shall cease to accrue interest after the Change of Control Purchase Date unless the Issuer shall default in the payment of the Change of Control Purchase Price of the Notes and the only remaining right of the holder is to receive payment of the Change of Control Purchase Price upon surrender of the Notes to the Paying Agent;

(5) that holders electing to have a portion of a Note purchased pursuant to an Offer to Purchase may only elect to have such Note purchased in a minimum principal amount of $2,000 and integral multiples of $1,000 in excess thereof; provided that the unrepurchased portion of a Note must be in a minimum principal amount of $2,000;

(6) that if a holder elects to have a Note purchased pursuant to the Offer to Purchase such holder will be required to surrender such Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Note completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Purchase Date, or, in the case of Global Notes, in accordance with the applicable procedures of DTC;

(7) that a holder will be entitled to withdraw its election if the Issuer receives, not later than the close of business on the Expiration Date, a written communication, delivered via such means as are specified in such notice, that sets forth the name of such Issuer, the principal amount of Notes such holder delivered for purchase, and a statement that such holder is withdrawing its election to have such Note purchased; and

(8) that if Notes are purchased only in part by the Issuer, a new Note will be issued in principal amount equal to the unpurchased portion of the Notes surrendered.

(c) On the Change of Control Purchase Date, the Issuer shall, to the extent lawful:

(1) accept for payment all Notes or portions of such Notes properly tendered pursuant to the Offer to Purchase;

(2) deposit with the Paying Agent an amount equal to the Change of Control Purchase Price in respect of all Notes or portions of such Notes properly tendered; and

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(3) deliver or cause to be delivered to the Paying Agent the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of such Notes or portions of such Notes being repurchased.

(d) On the Change of Control Purchase Date the Change of Control Purchase Price will become due and payable on each Note accepted for purchase pursuant to the Offer to Purchase, and, unless the Issuer defaults in the payment of the Change of Control Purchase Price, interest on Notes purchased will cease to accrue on and after the Change of Control Purchase Date.

(e) The Issuer shall not be required to make an Offer to Purchase upon the occurrence of a Change of Control with respect to the Notes if (i) a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Issuer and the third party purchases all Notes validly tendered and not withdrawn under its offer or (ii) the Issuer as sent a notice of prepayment pursuant to Section 9.3.

(f) The Issuer shall comply with the requirements of Rule 14e-1 under the Exchange Act and all other applicable laws and regulations thereunder to the extent such securities laws and regulations are applicable in connection with the repurchase of Notes as a result of a Change of Control. To the extent that the provisions of any such securities laws or regulations conflict with the provisions under this Section 9.8, the Issuer shall comply with such securities laws and regulations and shall not be deemed to have breached its obligations under this Section 9.8 or the Notes by virtue of any such conflict.

(g) Notwithstanding anything to the contrary herein this Section 9.8, an Offer to Purchase may be made in advance of a Change of Control, conditional upon the applicable Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of such Offer to Purchase. No Notes of $2,000 or less can be repurchased in part pursuant to this Section 9.8. Notes in denominations larger than $2,000 may be repurchased in part but only in whole multiples of $1,000, unless all of the Notes held by a holder are to be repurchased.

(h) As used in this Section 9.8:

A “Change of Control” shall be deemed to occur if:

(a) any person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any combination of the Permitted Holders, shall have acquired beneficial ownership of Equity Interests of the Guarantor representing 50% or more of the aggregate ordinary voting power and aggregate equity value represented by the outstanding Equity Interests of Guarantor; provided, that no direct or indirect holding company of Guarantor that has no material assets or operations other than owning the Equity Interests of the Issuer or any Parent Entity will itself be considered a “person” or “group” for purposes of this clause (a), and in such case the reference in this clause (a) to beneficial ownership of 50% or more of the aggregate ordinary voting power and aggregate equity value represented by the outstanding Equity Interests of Guarantor shall be applied instead to the outstanding Equity Interests of the ultimate Parent Entity; provided, further, that for the purpose of this clause (a), a “person” shall not be deemed to have beneficial ownership of securities subject to a securities purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement; or

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(b) the Guarantor shall cease to own directly 100% of the Equity Interests of the Issuer.

SECTION 10. AFFIRMATIVE COVENANTS.

Each of the Transaction Entities covenants that so long as any of the Notes are outstanding:

Section 10.1. Compliance with Laws. Each of the Transaction Entities will comply with all laws, ordinances or governmental rules or regulations to which it is subject (including the USA PATRIOT Act and the other laws and regulations that are referred to in Section 6.9) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, in each case to the extent necessary to ensure that non-compliance with such laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 10.2. Insurance. Each of the Transaction Entities will, and will cause each of its subsidiaries to, maintain, with financially sound and reputable insurers, insurance with respect to their respective properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated.

Section 10.3. Payment of Taxes and Claims. Each of the Transaction Entities will file all material tax returns required to be filed in any jurisdiction and pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on it or any of its properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Transaction Entities; provided that the Transaction Entities need not pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the relevant Transaction Entity on a timely basis in good faith and in appropriate proceedings, and the relevant Transaction Entity has established adequate reserves therefor in accordance with GAAP on the books of the relevant Transaction Entity or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each of the Transaction Entities will, and will cause each subsidiary to, pay and discharge prior to delinquency all of its material obligations and liabilities, including all claims which, if unpaid, would by law become a Lien upon its property (other than Permitted Liens); provided that neither of the Transaction Entities nor any subsidiary need pay any such obligation or liability if the amount, applicability or validity thereof is contested by the relevant Transaction Entity or such subsidiary on a timely basis in good faith and in appropriate proceedings, and the relevant Transaction Entity or such subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the relevant Transaction Entity or such subsidiary.

Section 10.4. Corporate Existence, Etc. Subject to Section 11.1, each of the Transaction Entities will at all times preserve and keep its limited liability company or corporate, as applicable, existence in full force and effect. Subject to Section 11.1, each of the Transaction Entities will at all times preserve and keep in full force and effect the corporate existence of each of its subsidiaries (unless merged into a Transaction Entity or a Wholly-Owned Subsidiary) and all rights and franchises of the Transaction Entities and their subsidiaries unless, in the good faith judgment of the Transaction Entities, the termination of or failure to preserve and keep in full force and effect such right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

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Section 10.5. Rating Confirmation.

(a) The Issuer shall (at its own expense) use its commercially reasonable efforts to cause to be maintained at all times a Rating of the Notes from at least one NRSRO that indicates that it will monitor such Rating on an ongoing basis and shall provide the holders of the Notes with an annual confirmation (on or before the anniversary date of the Closing Date in each year) of such Rating.

(b) Notwithstanding the foregoing, the Issuer and the holders further agree that the failure to deliver a Rating in accordance with the above shall not constitute an Event of Default (unless the Issuer shall also fail to pay the Adjusted Interest Rate in accordance with Section 2.2).

(c) The fees and expenses of any NRSRO and all other costs incurred in connection with obtaining, affirming or appealing a Rating shall be borne exclusively by the Issuer.

Section 10.6. Use of Proceeds. The proceeds from the Initial Notes shall be used by the Transaction Entities and/or one or more of their subsidiaries to originate new investments, and the remaining net proceeds, if any, for general corporate and other working capital purposes.

Section 10.7. Maintenance of Liens. The Issuer will, at its own expense, take or cause to be taken, all action reasonably required to maintain and preserve the perfection and first priority of the Lien (subject to Permitted Liens) on the Collateral granted under any Collateral Document (including without limitation filing all Uniform Commercial Code continuation statements in an the appropriate jurisdictions and other matters included in the Collateral Requirements (as defined in the Security Agreement)); provided that notwithstanding anything in this Section 10.7 or in any other Note Document to the contrary, the Issuer shall not be required to take any action to perfect any security interest in any assets of the Issuer, a security interest in which cannot be perfected through the filing of a Uniform Commercial Code financing statement, the delivery of certificates representing Equity Interests or the execution of an account control agreement; provided, further that the Issuer shall not be required to enter into any account control agreement for any Excluded Account.

Section 10.8. Further Assurance. Promptly upon reasonable request by the Required Holders, the Issuer will (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Required Holders may reasonably request from time to time in order to (x) carry out more effectively the purposes of the Collateral Documents and/or (y) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens (subject to Liens permitted hereunder) intended to be created thereunder, in each case, to the extent required pursuant to the Collateral Documents.

Section 10.9. Compliance Certificate. The Issuer shall deliver to the Collateral Agent, within 120 days after the end of each fiscal year of the Issuer (beginning with the fiscal year ending December 31, 2024), an Officer’s Certificate as to the signer’s knowledge of the Transaction Entities’ compliance with all conditions and covenants on their part contained in this Agreement and stating whether the signer knows of any Default or Event of Default. If such signer knows of such a Default or Event of Default, the Officer’s Certificate shall describe in reasonable detail the Default or Event of Default and the Issuer’s efforts to remedy the same.

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SECTION 11. NEGATIVE COVENANTS.

The Transaction Entities covenant that so long as any of the Notes are outstanding:

Section 11.1. Fundamental Changes. Neither Transaction Entity will enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution). Neither Transaction Entity will convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets, whether now owned or hereafter acquired. For the avoidance of doubt, dispositions of loans, portfolios of loans, sales of advances, mortgage-related securities or other assets, in each case in the ordinary course of business and that do not constitute all or substantially all of the respective Transaction Entity’s assets, are not restricted by this Section 11.1.

Notwithstanding the foregoing provisions of this Section:

(a) the Issuer may merge or consolidate with any other Person, or convey, sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, so long as:

(i) (x) the Issuer is the continuing or surviving entity in such transaction or (y) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Issuer is not such corporation or limited liability company, (A) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Notes applicable to the Issuer, as appropriate, and (B) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

(ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and the Issuer shall have received a confirmation from the NRSRO then rating the Notes that the then-current rating(s) on the Notes will not be reduced or withdrawn as a result of such transaction; and

(iii) on a pro forma basis after giving effect to such transaction, the Issuer is in compliance with Section 11.3 of this Agreement.

(b) the Guarantor may merge or consolidate with any other Person, or convey, sell, lease, transfer, or otherwise dispose of all or substantially all of its assets, so long as:

(i) (x) the Guarantor is the continuing or surviving entity in such transaction or (y) the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of the Issuer shall be a solvent corporation or limited liability company organized and existing under the laws of the United States or any state thereof (including the District of Columbia), and, if the Guarantor is not such corporation or limited liability company, (A) such corporation or limited liability company shall have executed and delivered to each holder of any Notes its assumption of the due and punctual performance and observance of each covenant and condition of this Agreement and the Guarantee applicable to the Guarantor, as appropriate, and (B) such corporation or limited liability company shall have caused to be delivered to each holder of any Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof;

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(ii) immediately before and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and the Issuer shall have received a confirmation from the NRSRO then rating the Notes that the then-current rating(s) on the Notes will not be reduced or withdrawn as a result of such transaction; and

(iii) on a pro forma basis after giving effect to such transaction, the Issuer is in compliance with Section 11.3 of this Agreement.

Section 11.2. Liens.

(a) The Transaction Entities shall not incur, assume, create or permit to exist any Lien on any of their properties or assets of whatsoever nature (whether now owned or hereafter acquired), except the Permitted Liens.

(b) In furtherance of the foregoing, in the event that one or more Liens (and documents relating thereto) are to be established or maintained to effect equal and ratable security arrangements (x) in respect of the Notes with regards to any issuance of pari passu Indebtedness, including Pari Passu Notes, to be incurred by the Issuer or (y) in respect of the Guarantee with regards to any issuance of pari passu Indebtedness, including Pari Passu Notes, to be incurred by the Guarantor, in each case in compliance with the terms of the Note Purchase Agreements, the Transaction Entities may, and without the consent of any holders of the Notes, (i) enter into one or more intercreditor agreements, pledge agreements, collateral and security agreements or other arrangements intended to effect the shared security arrangements contemplated by this Section 11.2(b) among holders of such Indebtedness (including amending the Collateral Agreement and any other Collateral Documents to add as secured parties thereunder the holders of any such Pari Passu Notes and any collateral agent for such holders and to provide that the term “Required Holders” for purpose of the Collateral Documents shall mean the holders of more than 50% in aggregate principal amount of the Notes and all such Pari Passu Notes then-outstanding (exclusive of Notes or Pari Passu Notes then owned by the Transaction Entities or any of their Affiliates) as of any date of determination) and (ii) complete or facilitate the completion by itself or other parties of filings, registrations or other actions necessary to effect or perfect the relevant Liens or related arrangements.

Section 11.3. Financial Covenants.

(a) Minimum Net Asset Value. The Issuer will have a minimum Net Asset Value as of the end of each fiscal quarter, equal to or greater than $275 million plus the greater of (i) $0 and (ii) 65% of Net Equity Capital Activity plus the greater of (i) $0 and (ii) 65% of Retained Earnings.

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(b) Net Non-Securitization Debt to Equity Ratio. The Issuer will not permit the Net Non-Securitization Debt to Equity Ratio as of the end of each fiscal quarter, calculated on a pro forma basis for the incurrence of Indebtedness during the applicable Testing Period, to be greater than 3.00 to 1.00.

(c) Collateral Value Ratio. The Issuer will have a ratio of (x) Collateral Value as of the end of each fiscal quarter, to (y) the aggregate principal amount of Notes and Pari Passu Notes outstanding as of such date, equal to or greater than 1.25 to 1.00.

(d) Total Collateral Value. The Issuer will have a ratio of (x) Total Collateral Value, as of the end of each fiscal quarter, to (y) the aggregate principal amount of the Notes and Pari Passu Notes outstanding as of such date, equal to or greater than 1.50 to 1.00.

(e) Non-Securitization Senior Debt Service Coverage Ratio. The Issuer will have a Non-Securitization Senior Debt Service Coverage Ratio as of the end of each fiscal quarter, calculated on a pro forma basis for the incurrence of Indebtedness during the applicable Testing Period, equal to or greater than 1.50 to 1.00.

Section 11.4. Limitation on Restricted Payments. Without the prior written consent of the Required Holders, the Issuer will not (i) declare or pay any dividend or make any payment or distribution on account of its Equity Interests that may be issued by the Issuer from time to time, or (ii) purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Transaction Entities that may be outstanding from time to time (each, a “Restricted Payment”), other than Permitted Restricted Payments, unless, on a pro forma basis after giving effect to any such Restricted Payment, the Issuer is in compliance with Section 10, Section 11.1, Section 11.2, Section 11.3 and in all material respects with Section 11.5 and Section 11.6 of this Agreement.

Section 11.5. Economic Sanctions, Etc. The Transaction Entities will not, and will not permit any Subsidiary to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction is prohibited by or subject to sanctions under any U.S. Economic Sanctions Laws.

Section 11.6. Use of Proceeds; Margin Regulations. The Transaction Entities will not, and will not permit any Subsidiary to:

(a) Use the proceeds of any Note (i) for any purpose other than as set forth in Section 6.19, (ii) in payment to any Person in violation of any Anti-Corruption Laws, (iii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Blocked Person, or in any country that is subject to U.S. Economic Sanctions, or (iv) in any manner that would result in the violation of any Anti-Money Laundering Laws or Anti-Corruption Laws applicable to the Transaction Entities.

(b) Engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock, or extending credit for the purpose of buying or carrying margin stock, and no part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for any purpose that violates Regulation U. As used in this Section the terms “margin stock” and “purpose of buying or carrying” shall have the meaning assigned to them in said Regulation U.

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SECTION 12. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Issuer defaults in the payment of any principal or Make-Whole Amount, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Issuer defaults in the payment of any interest on any Note when the same becomes due and payable and such default continues for five (5) Business Days; or

(c) a Transaction Entity defaults in the performance of or compliance with any term contained herein (other than those referred to in Sections 12(a) and (b)) and such default is not remedied within 30 days after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default and (ii) the Issuer receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 12(c)); or

(d) any representation or warranty made in writing by or on behalf of a Transaction Entity or by any officer of a Transaction Entity in this Agreement or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made; or

(e) a Transaction Entity or any Subsidiary, other than any Securitization Issuer Entity or Warehouse Facility Entity, (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, and such filing, petition or resulting proceeding, if not consented to by the applicable debtor, continues undismissed or unstayed for sixty (60) calendar days (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (v) is adjudicated as insolvent or to be liquidated; or

(f) a court or other Governmental Authority of competent jurisdiction enters an order appointing, without consent by a Transaction Entity or a Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of a Transaction Entity, or any such petition shall be filed against a Transaction Entity, and such petition or appointment shall not be dismissed or stayed within 60 days; or

(g) a Transaction Entity defaults under any instrument of Indebtedness with an aggregate principal amount in excess of $10,000,000 if such default results in the acceleration of such Indebtedness prior to its stated maturity, or fails to make any payment beyond the applicable grace period (including after giving effect to any extension thereof or waiver with respect to the failure to make such payment) with respect thereto, if any, (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness with an aggregate principal amount in excess of $10,000,000 (other than Indebtedness hereunder or any Permitted Securitization Indebtedness); or

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(h) one or more final judgments or orders for the payment of money aggregating, to the extent not covered by insurance as to which the insurer has been notified of such judgment or order and has not denied coverage, in excess of the Judgment Default Threshold (or its equivalent in the relevant currency of payment) are rendered against a Transaction Entity or a subsidiary and which judgments are not, within 60 days after entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 60 days after the expiration of such stay; or

(i) a Transaction Entity or any of its Affiliates shall contest in any manner the validity, binding nature or enforceability of any Note Document or any court or Governmental Authority declares any Note Document to be invalid or unenforceable, in each case except with respect to Collateral, which is addressed by clause (j); or

(j) with respect to any Collateral, individually or in the aggregate, having a fair market value in excess of $10,000,000, any of the Collateral Documents ceases to be in full force and effect, or any of the Collateral Documents ceases to give the Noteholders the Liens purported to be created thereby, or any of the Collateral Documents is declared null and void (in each case other than in accordance with the terms of this Agreement or the Collateral Documents); provided that if a failure of the sort described in this clause (j) is susceptible of cure (including with respect to any loss of Lien priority on material portions of the Collateral), no Event of Default shall arise under this clause (j) with respect thereto until the earlier of (x) Issuer’s knowledge of the failure described in clause (j) and (y) notice from the Collateral Agent or the holders of at least 25% in principal amount of the then outstanding Notes.

SECTION 13. REMEDIES ON DEFAULT, ETC.

Section 13.1. Acceleration.

(a) If an Event of Default described in Section 12(e) or (f) (other than an Event of Default described in clause (i) of Section 12(e) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the holders of at least 25% in aggregate principal amount of the then-outstanding Notes may at any time at its or their option, by notice or notices to the Issuer, declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section 12(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 13.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) shall be due and payable without presentment, demand, protest or further notice, all of which are hereby waived.

Section 13.2. Other Remedies. If any Event of Default has occurred and is continuing, and the Notes have been declared immediately due and payable under Section 13.1, holders of at least 25% in aggregate principal amount of the then-outstanding Notes (or, in the case of any Event of Default described in Section 12(a) or (b), the holder of any Note at the time outstanding) may proceed to protect and enforce the rights of the holders (or, in the case of any Event of Default described in Section 12(a) or (b), such holder) by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise. In addition, if the Notes have been declared immediately due and payable under Section 13.1, the Required Holders may instruct the Collateral Agent to exercise any remedies of a secured party under the UCC and may take any other appropriate action to protect or enforce the rights and remedies of the holders.

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Section 13.3. Rescission. At any time after any Notes have been declared due and payable pursuant to Section 13.1(b) or (c), the Required Holders, by written notice to the Issuer, may rescind and annul any such declaration and its consequences if (a) the Issuer has paid all overdue interest on the Notes, all principal of any Notes that are due and payable and are unpaid other than by reason of such declaration, and all interest on such overdue principal and (to the extent permitted by applicable law) any overdue interest in respect of the Notes, at the Default Rate, (b) neither the Issuer nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section 18, and (d) no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment under this Section 13.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section 13.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right, power or remedy conferred by this Agreement or any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Without limiting the obligations of the Issuer under Section 16, the Issuer will pay to the holder of each Note on demand such further amount as shall be sufficient to cover all costs and expenses of such holder incurred in any enforcement or collection under this Section 13, including reasonable attorneys’ fees, expenses and disbursements.

Section 13.5. Unconditional Rights of Noteholders To Receive Principal and Interest. Notwithstanding any other provisions in this Agreement, any holder of Notes shall have the right, which is absolute and unconditional, (a) to receive payment of the principal of, and interest on, such Note on or after the respective due dates thereof expressed in such Note or in this Agreement and (b) to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such holder of Notes.

Section 13.6. Rights and Remedies Cumulative. No right or remedy herein conferred by this Agreement, any Collateral Document or any Note upon or reserved to the Collateral Agent or to the holders of Notes is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 13.7. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Agreement; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Collateral Agent, but will suffer and permit the execution of every such power as though no such law had been enacted.

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Section 13.8. Issuer’s Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 12 or this Section 13, if the Issuer determines that an Event of Default under one or more of the covenants set forth in Section 11.3 has occurred or may occur with respect to the measurement of one or more of the covenants set forth in Section 11.3 with respect to any fiscal quarter, during the period commencing after the end of such fiscal quarter and ending ten (10) Business Days after the date on which financial statements are required to be delivered hereunder with respect to any such fiscal quarter, then following notice to the Collateral Agent and the Purchasers, the Issuer may obtain from one or more other third parties a cash contribution to the common equity of the Issuer (a “Designated Cash Contribution”, it being understood that such term shall include any capital contribution or other transaction referred to in clause (i) below), and such covenant(s) shall be recalculated such that Net Equity Capital Activity, Pre-Tax Income, Stockholders’ Equity and (solely to the extent the Designated Cash Contribution constitutes Collateral) Collateral Value, as the case may be, shall be increased as of the end of such applicable fiscal quarter solely for the purpose of measuring the capacity under the financial covenants in Section 11.3 and not for any other purpose under this Agreement (it being understood, for the avoidance of doubt, that (x) in the case of a deemed increase in Pre-Tax Income as of the end of the applicable fiscal quarter, such deemed increase shall also be included in any calculation of Pre-Tax Income for the purpose of Section 11.3 for any subsequent period that includes such fiscal quarter, and (y) such Designated Cash Contribution shall, for periods after the end of the applicable fiscal quarter be accounted for in accordance with GAAP), by an amount equal to the net cash proceeds of such Designated Cash Contribution; provided, that such net cash proceeds are actually received by the Issuer as cash common equity (including through capital contribution of such net cash proceeds to the Issuer) during the period commencing after the beginning of the applicable fiscal quarter and ending ten (10) Business Days after the date on which financial statements are required to be delivered with respect to any such fiscal quarter hereunder. The parties hereby acknowledge that this Section 13.8 may not be relied on for purposes of calculating capacity or utilization under any financial ratios other than as applicable to Section 11.3 and shall not result in any adjustment to any baskets or other amounts other than as set forth in this Section 13.8.

(b) In each period of four consecutive fiscal quarters, no more than one (1) Designated Cash Contribution may be made, and no more than three (3) Designated Cash Contributions may be made in the aggregate while any Notes are outstanding.

SECTION 14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 14.1. Form of Notes. The Notes issued to Purchasers who are Qualified Institutional Buyers initially will be represented by one or more global certificates, each such certificate hereinafter called a “Global Note”, and the Notes issued to Purchasers who are not Qualified Institutional Buyers will be represented by Certificated Notes. All Global Notes shall be registered in the name of The Depository Trust Company (“DTC”), as depository, or its nominee or a successor depository or nominee. All Global Notes shall be in substantially the form set out in Schedule 1 and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement, and may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with any applicable rules or regulations made pursuant thereto or with the rules or regulations of any securities exchange or governmental agency or as may, consistently herewith, be determined by a Responsible Officer of the Issuer executing such Global Notes, as evidenced by their execution thereof. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC or its nominee and its participants.

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Section 14.2. Certifications of Authorized Representatives of the Issuer. Any instruction given by the Issuer to the Paying Agent under this Agreement shall be in the form of an Officer’s Certificate.

Section 14.3. Authentication and Delivery.

(a) All Notes shall be issued and delivered in accordance with the terms of the Note Documents, including this Agreement, the Global Notes and the Collateral Documents and the Letter of Representations from the Issuer to DTC. All instructions regarding the completion and delivery of Notes shall be given in writing by a Responsible Officer by electronic transmission or other means acceptable to the Paying Agent. Upon receipt of such written instructions as described in the preceding sentence, the Paying Agent shall:

(i) manually authenticate such Global Note or Global Notes by any one of the officers of the Paying Agent duly authorized and designated by it for such purpose; and

(ii) deliver such Global Note or Global Notes to DTC or its nominees pursuant to DTC’s instructions.

(b) Each Global Note shall bear an original issue date which shall remain the same for all Global Notes subsequently issued upon transfer, exchange or substitution of such original Global Note regardless of the date of issuance of any such subsequently issued Global Note.

(c) All instructions given by the Issuer pursuant to this Section 14.3 must be received by the Paying Agent by 11 a.m., New York City time, on the Business Day preceding the original issue date for the Global Notes.

(d) The Paying Agent shall have no responsibility to the Issuer to determine whether a signature of a Responsible Officer is genuine. The Paying Agent shall not incur any liability to the Issuer in acting or refraining from taking any action hereunder upon instructions contemplated hereby which the recipient thereof believed in good faith to have been given by a Responsible Officer. In the event a discrepancy exists between the instructions as originally received by the Paying Agent and any subsequent instruction relating to the same subject matter, the original instructions will be deemed controlling if action has already been taken in reliance thereon. The Paying Agent, as the case may be, agrees to give notice to the Issuer of such discrepancy reasonably promptly upon the discovery by the Paying Agent of such discrepancy.

(e) Each instruction given to the Paying Agent in accordance with this Section 14.3 shall constitute a representation and warranty to the Paying Agent, as the case may be, by the Issuer that (i) the issuance and delivery of the Global Notes to which the instruction relates have been duly and validly authorized by the Issuer, (ii) such Global Notes, when completed, authenticated and delivered pursuant hereto, will constitute valid and legally binding obligations of the Issuer and (iii) the Paying Agent’s appointment to act for the Issuer hereunder has been duly authorized by all necessary corporate action of the Issuer.

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Section 14.4. Denominations; Issuance of Certificated Notes.

(a) Except as provided in paragraph (b) of this Section 14.4, the Notes shall be issuable only in denominations of $2,000 and any amount in excess thereof which is an integral multiple of $1,000.

(b) Notwithstanding anything to the contrary in the Note Documents, any Global Note shall be exchangeable for Notes in definitive form registered in the name of a holder other than DTC or its nominee (“Certificated Notes”) only in accordance with this Section 14.4 and Section 14.5 and only if (i) DTC notifies the Issuer in writing that it is unwilling or unable to act as depository for the Notes or if DTC ceases to be a clearing agency registered pursuant to Section 17A of the Exchange Act, and a successor depository is not appointed by the Issuer within 90 days after the effective date of DTC’s ceasing to act as depository for the Notes, (ii) the Issuer, at its option, notifies the Paying Agent in writing that it elects to cause the issuance of Notes in definitive form or (iii) any event shall have happened and be continuing which, after notice or lapse of time, or both, would constitute an Event of Default as defined in the Notes. Any Global Note that is exchangeable pursuant to the preceding sentence shall be exchangeable for Notes registered in such names as the holder of the Global Note shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Note with like tenor and terms. Any such Certificated Notes will be issued in fully registered form to the persons identified by DTC as the beneficial owners thereof, without coupons, in denominations of $100,000 or any amount in excess thereof which is an integral multiple of $1,000. Such certificated Notes may not subsequently be exchanged by a holder for Notes in denominations of less than $100,000. If Notes are issued in definitive form hereunder, payment and other terms related to such Notes will be as set forth on the face thereof.

Section 14.5. Transfer and Exchange of Notes.

(a) The Paying Agent shall, so long as any of the Notes remain outstanding, maintain records in accordance with its customary practices, including all forms of transfer for the Notes and shall keep at its Corporate Trust Office or the office of its affiliate in New York City, a register (the “Note Register”) in such form as the Paying Agent may determine, in which, subject to such reasonable requirements as it may prescribe, it shall provide for the registration of the Notes, and keep record of the name of the holder of each such Note, the principal amount, maturity date, interest rate and other terms thereof, the date of original issue and all subsequent transfers and consolidations or exchanges. As of the Closing Date, the Corporate Trust Office of the Paying Agent is: UMB Bank, N.A., 5555 San Felipe, Suite 870, Houston, Texas 77056; Attn: Shazia Flores, Vice President; Office: 713-300-0586; Email: shazia.flores@umb.com. The Paying Agent shall, as soon as practicable, provide the Collateral Agent with a copy of the most recent Note Register upon a request therefor from the Collateral Agent. For all purposes of this Agreement and the Notes, the Collateral Agent shall be entitled to conclusively rely on the Note Register provided to it by the Paying Agent.

(b) Any holder of a Note or a Purchaser (an “Assigning Party”) may assign to one or more assignees (other than a Competitor) (an “Assignee”) all or a portion of its rights and obligations under its Note and/or under this Agreement, with the prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed) so long as no Event of Default under Section 12(a) or (b) exists and is continuing. In connection with any such assignment, each Assignee shall be deemed to have represented to the Issuer that it is not a Competitor and to have made to the Transaction Entities the representations set forth in Section 7.

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(c) Upon receipt by the Issuer of a Note submitted for transfer or exchange in accordance with the Note Documents, the Issuer will execute, and the Paying Agent will authenticate, one or more new Notes of like tenor and terms in an aggregate principal amount equal to the principal amount of the Note presented for transfer or exchange in accordance with the transfer or exchange instructions accompanying same and in accordance with the Note Documents and, if applicable, upon the execution of the then standard form of the Paying Agent’s agreement for certificated securities. The Paying Agent shall date its signature on the date it signs such Notes. No service charge (other than any cost of delivery) shall be imposed by the Paying Agent for any exchange or registration of transfer of a Note but the Issuer or Paying Agent may require the payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in connection therewith or presentation of evidence that such tax or charge has been paid. Notwithstanding anything to the contrary set forth herein, neither the Company nor the Paying Agent shall be required (i) to issue, register the transfer of, or exchange Notes during the period beginning at the opening of business fifteen days immediately preceding the sending of a notice of redemption of Notes and ending at the close of business on the day such notice is sent, (ii) to register the transfer of or exchange Notes selected, called or being called for redemption or prepayment or subject to repurchase pursuant to an Offer to Purchase or the portion being redeemed, prepaid or repurchased of any such Notes of (iii)register the transfer or exchange of Notes on or after the fifteenth day preceding the Maturity Date.

(d) Notwithstanding anything in this Agreement to the contrary, unless Notes are issued in definitive form under Section 14.4, beneficial ownership of the Notes will only be shown on, and transfers thereof will be effected only through, records maintained by DTC, its nominees or its participants. Neither the Paying Agent nor the Issuer shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and they shall be fully protected in acting or refraining from acting on any such information provided by DTC with respect thereto.

(e) Neither the Paying Agent nor the Issuer shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Note Documents, including this Agreement, or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Note Purchase Agreements, including this Agreement, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

Section 14.6. Persons Deemed Owners. Prior to due presentment of a Note for registration or transfer, the Issuer, the Collateral Agent, the Paying Agent and any agent of the Issuer may treat the person in whose name such Note is registered as the owner of such Note for the purpose of receiving payments of principal and interest, if any, and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Issuer nor the Collateral Agent and Paying Agent shall be affected by notice to the contrary.

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Neither the Paying Agent, the Collateral Agent nor the Issuer shall have any responsibility or obligation to any beneficial owner in a Global Note, DTC participant or other Person with respect to the accuracy of the records of DTC or its nominee or of any DTC participant, with respect to any ownership interest in the Notes or with respect to the delivery to any DTC participant, beneficial owner or other Person (other than DTC or any successor depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Purchasers and all payments to be made to Purchasers under the Notes and the Note Documents, including this Agreement, shall be given or made only to or upon the order of the registered Purchasers (which, notwithstanding the definition of “Purchaser,” shall be DTC or its nominee in the case of the Global Notes). The rights of beneficial owners in the Global Note shall be exercised only through DTC or such successor depositary subject to the applicable procedures. The Paying Agent and the Collateral Agent shall be entitled to rely and shall be fully protected in relying upon information furnished by DTC with respect to its members, participants and any beneficial owners. The Paying Agent and the Collateral Agent shall be entitled to deal with DTC, and any nominee thereof, that is the registered holder of any Global Note for all purposes of this Agreement relating to such Global Note (including the payment of principal, premium, if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Note) as the sole holder of such Global Note and shall have no obligations to the beneficial owners thereof. Neither the Paying Agent, the Collateral Agent nor the Issuer shall have any responsibility or liability for any acts or omissions of DTC with respect to such Global Note, for the records of any such depositary, including records in respect of beneficial ownership interests in respect of any such Global Note, for any transactions between DTC and any DTC participant or between or among DTC, any such DTC participant and/or any holder or owner of a beneficial interest in such Global Note, or for any transfers of beneficial interests in any such Global Note.

Notwithstanding the foregoing, with respect to any Global Note, nothing herein shall prevent the Issuer, the Paying Agent, the Collateral Agent or any agent of the Issuer, the Paying Agent or the Collateral Agent giving effect to any written certification, proxy or other authorization furnished by DTC (or its nominee), as a Purchaser, with respect to such Global Note or shall impair, as between DTC and owners of beneficial interests in such Global Note, the operation of customary practices governing the exercise of the rights of DTC (or its nominee) as Purchaser of such Global Note.

Section 14.7. Cancellation of Unissued Global Notes. Promptly upon the written request of the Issuer, the Paying Agent shall cancel and return to the Issuer all unissued Global Notes in its possession.

Section 14.8. Mutilated, Stolen or Destroyed Notes. In case a Note shall at any time become mutilated, destroyed, lost or stolen and such Note or evidence satisfactory to the Issuer or the Paying Agent of the loss, theft, or destruction thereof (together with indemnity satisfactory to the Issuer and the Paying Agent and such other documents of proof as may be required by them) shall be delivered to the Issuer, a new Note of like tenor will be issued by the Issuer in exchange for the Note so mutilated, or in lieu of the Note so destroyed or lost or stolen. The Paying Agent will authenticate any such substituted Note and deliver the same on the written request or authorization of a Responsible Officer. All expenses and reasonable charges associated with procuring the indemnity referred to above and with the preparation, authentication and delivery of a new Note shall be borne by the holder of the Note so mutilated, destroyed, lost or stolen. If any Note which has matured or is about to mature shall become mutilated, destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) upon compliance by the holder thereof with the provisions of this Section 14.8 (including delivery of an indemnity satisfactory to the Issuer and the Paying Agent and such other documents of proof as may be required by them).

SECTION 15. PAYMENTS ON NOTES.

Section 15.1. Place of Payment. Payment of the principal, interest and premium, if any, payable on the Maturity Date or any earlier redemption or repayment date, if any, will be made by wire transfer in immediately available funds to a bank account in the United States designated by the Paying Agent, upon presentation and surrender of the Notes at the office of the Paying Agent or its affiliate in New York City or at such other place or places as the Paying Agent shall designate by notice to the holder of any Note, provided that the Notes are presented to the Paying Agent in time for the Paying Agent to make such payments in such funds in accordance with its normal procedures and subject to the deposit by the Issuer of sufficient funds to enable the Paying Agent to make such payments.

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Section 15.2. Interest Payments Due on the Notes.

(a) Notwithstanding anything to the contrary contained in this Agreement or the Notes, any payment of interest shall be payable to the holder of any Note in whose name such Note is registered in the Note Register on the Record Date prior to the applicable interest payment date as set forth in the Notes.

(b) If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 2.2. Such defaulted interest will be paid to the holder in whose name the Note is registered at the close of business on a special record date fixed by the Issuer, notice of which shall be given to the holder of this note not less than 10 calendar days prior to such special record date.

Section 15.3. Payment by Wire Transfer. Payments (other than on the Maturity Date or the Make-Whole Payment Date, if any) shall be made by wire transfer in immediately available funds to a bank account in the United States designated by the Paying Agent in a written notice received by the Issuer not later than the applicable Record Date (as defined below). Interest payable on any Interest Payment Date (other than on the Maturity Date) shall be payable to the holder of any Note in whose name such Note is registered at the close of business on the fifteenth (15^th) calendar day immediately preceding the related payment date (each such date being referred to herein as a “Record Date”), except as provided in Section 15.2 with respect to defaulted interest. The Paying Agent will promptly distribute to each Noteholder its pro rata share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Noteholder, and, for the avoidance of doubt, the Issuer’s obligation with respect to making such payments will be solely to the Paying Agent and not the Noteholders.

Section 15.4. Tax Information. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Issuer, or to such other Person as may be reasonably requested by the Issuer, from time to time (a) any forms, documents, or certifications as may be reasonably required for the Issuer to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement, (b) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other forms reasonably requested by the Issuer necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessary for the Issuer to comply with its obligations under FATCA and (c) in the case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentation as may be necessary for the Issuer to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder.

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SECTION 16. EXPENSES, ETC.

Section 16.1. Transaction Expenses. The Issuer agrees after the Closing Date to pay or reimburse the Collateral Agent (pursuant to a separate fee agreement between the Issuer and the Collateral Agent) and the holders of the Notes for all reasonable fees and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement or protection of any rights or remedies under this Agreement or the other Note Documents; provided, that (x) with respect to attorneys’ fees payable by the Issuer pursuant to this Section 16.1, the Issuer shall not be obligated to pay for the attorneys’ fees of more than one firm of special counsel to the Collateral Agent, one firm of special counsel to the Purchasers and all other holders of the Notes collectively, and, to the extent that local or other counsel is reasonably required, the attorneys’ fees of no more than one firm of such local or other counsel (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively), and (y) with respect to any financial advisors’ fees, incurred in connection with the insolvency or bankruptcy of any Transaction Entity or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby payable by the Issuer pursuant to this Section 16.1, the Issuer shall not be obligated to pay for financial advisors’ fees and related costs and expenses for more than one firm of financial advisors (which firm shall be the firm retained to represent the Purchasers and all other holders of Notes collectively). The Issuer will pay, and will hold the Collateral Agent, each Purchaser and each other holder of a Note harmless from, all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than those, if any, retained by a Purchaser or other holder in connection with its purchase of the Notes). Notwithstanding anything in this Agreement to the contrary, the Issuer shall not pay to any Purchaser any costs or expenses consisting of, nor hold any Purchaser harmless from, any income or other similar taxes payable by a Purchaser as a result of the transactions contemplated hereby. At or promptly following the Closing Date, the Issuer will pay the reasonable expenses of Paul Hastings LLP, as special counsel to the Purchasers, and Alston & Bird LLP, as special counsel to the Collateral Agent, in connection with the transactions contemplated hereby and invoiced prior to the Closing Date.

The Issuer will pay, and will save the Collateral Agent and each holder of a Note (each, an “Indemnitee”) harmless from any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense or obligation resulting from (a) the execution, delivery, enforcement or performance or administration of any Note Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated hereby or the consummation of the transactions contemplated hereby, (b) any the use of the proceeds of the Notes by the Issuer, (c) any actual or alleged presence or release of Hazardous Materials at, on, under or from any property or facility currently or formerly owned, leased or operated by the Transaction Entities or any of their subsidiaries, (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) or (e) the consummation of the transactions contemplated hereby, including the use of the proceeds of the Notes by the Issuer, in each case, other than any such judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation that resulted from (x) in the case of the Collateral Agent gross negligence or willful misconduct by such Indemnitee or any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, (y) in the case of the Purchasers, the bad faith, gross negligence or willful misconduct or a material breach of any obligations under any Note Document by such Indemnitee or of any of its Affiliates or their respective directors, officers, employees, partners, advisors or other representatives, or (z) solely with respect to indemnity sought by a Purchaser or holder of a Note, a claim between any Purchaser or holder of a Note, on the one hand, and any other Purchaser or holder of a Note, on the other hand (other than claims arising out of any act or omission by the Issuer and/or its Affiliates). Notwithstanding anything to the contrary, the Issuer shall not be obligated to indemnify any Indemnitee for any punitive damages arising out of, in connection with, or as a result of the transactions contemplated hereunder or under any Note.

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All amounts due under this Section 16.1 shall be paid within thirty (30) days after written demand therefor (together with, to the extent reasonably available, backup documentation supporting such reimbursement request); provided, that such Indemnitee shall promptly refund such amount to the extent that there is a final judicial or arbitral determination that such Indemnitee was not entitled to indemnification rights with respect to such payment pursuant to the express terms of this Section 16.1. For the avoidance of doubt, with respect to the Purchasers, this Section 16.1 shall not apply to any taxes, duties, levies, imposts, assessments, fees, deductions, withholdings (including backup withholding) or other charges imposed by any Governmental Authority, including interest, penalties and additions to tax applicable thereto (collectively “Taxes”), except any Taxes that represent liabilities, obligations, losses, damages, penalties, claims, demands, actions, prepayments, suits, costs, expenses and disbursements arising from any non-Tax claims.

The Collateral Agent’s right to receive payment of any amounts due under this Section 16.1 shall not be subordinated to any other liability or indebtedness of the Issuer and the Collateral Agent’s lien on the Collateral secures the Issuer’s payment and indemnity obligations to the Collateral Agent under this Section 16.1.

Section 16.2. Survival. The obligations of the Issuer under this Section 16 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement or the Notes, the resignation or removal of the Collateral Agent and the termination of this Agreement.

SECTION 17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Transaction Entities pursuant to this Agreement shall be deemed representations and warranties of the Transaction Entities under this Agreement. Subject to the preceding sentence, this Agreement and the Notes embody the entire agreement and understanding between each Purchaser and the Transaction Entities and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 18. AMENDMENT AND WAIVER.

Section 18.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Transaction Entities and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 2, 3, 4, 5 or 7 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing;

(b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 13 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, if any, (ii) change the percentage of the principal amount of the Notes the holders of which are required to consent to any amendment or waiver, or (iii) amend any of Sections 9, 12(a), 12(b), 13.5, 18 or 21 in a manner adverse to any non-consenting holder;

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(c) no amendment or waiver may release all or substantially all of the Collateral unless consented to by holders of at least 66-2/3% in aggregate principal amount of the then-outstanding Notes; and

(d) no amendment or waiver that imposes additional obligations on, or reduces the rights of the Collateral Agent, will be effective unless consented to in writing by the Collateral Agent.

Section 18.2. Solicitation of Holders of Notes.

(a) Solicitation. The Issuer will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes. The Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 18 to each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite holders of Notes.

(b) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 18 by a holder of a Note that has transferred, or has agreed to transfer, its Note to the Issuer or any of its subsidiaries in each case in connection with such consent, shall be void and of no force or effect except solely as to such holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section 18.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 18 applies equally to all holders of Notes and is binding upon them and upon each future holder of any Note and upon the Issuer without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Issuer and any holder of a Note and no delay in exercising any rights hereunder or under any Note shall operate as a waiver of any rights of any holder of such Note.

Section 18.4. Notes Held by Company, Etc. Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or the Notes, or have directed the taking of any action provided herein or in the Notes to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuer or any of its Affiliates shall be deemed not to be outstanding.

SECTION 19. NOTICES.

Except to the extent otherwise provided in Section 8.3, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), (c) by an internationally recognized overnight delivery service (charges prepaid), or (d) by e-mail; provided that upon request of any holder to receive paper copies of such notices or communications, the Issuer will promptly deliver such paper copies to such holder:

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(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications on such Purchaser’s signature page to the applicable Note Purchase Agreement, or at such other address as such Purchaser or nominee shall have specified to the Transaction Entities in writing,

(ii) if to any other holder of any Note, to such holder at such address as set forth in the Note Register, or

(iii) if to the Transaction Entities, to the Transaction Entities at their address set forth at the beginning hereof to the attention of Mark Szczepaniak, E-Mail: mszczepaniak@velocitymortgage.com, or at such other address as the Transaction Entities shall have specified to the holder of each Note in writing.

(iv) if to the Collateral Agent, to the Collateral Agent at its address set forth below: U.S. Bank Trust Company, National Association, 190 South LaSalle Street, Chicago, Illinois 60603, MK-IL-SL7, Email: juan.hernandez3@usbank.com or at such other address as the Collateral Agent shall have specified to the Transaction Entities and Paying Agent in writing.

Notices under this Section 19 will be deemed given only when actually received.

SECTION 20. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. Each of the Transaction Entities agrees and stipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 20 shall not prohibit the Transaction Entities or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

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SECTION 21. CONFIDENTIAL INFORMATION.

For the purposes of this Section 21, “Confidential Information” means information delivered to any Purchaser by or on behalf of a Transaction Entity or any subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement that is proprietary in nature and that was clearly marked or labeled or otherwise adequately identified when received by such Purchaser as being confidential information of a Transaction Entity or such subsidiary or that was made available to such Purchaser in a virtual data room in connection with the transaction contemplated hereby, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise becomes known to such Purchaser other than through disclosure by a Transaction Entity or any subsidiary or (d) constitutes financial statements delivered to such Purchaser under Section 8.1 that are otherwise publicly available. No Purchaser shall use the Confidential Information for any purpose (including, without limitation, to compete with the business of the Transaction Entities, any of their Subsidiaries, any Affiliate) other than purposes directly related to the holding of the Notes by the Purchaser. Each of the Purchasers and the Collateral Agent will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Purchaser or the Collateral Agent, as the case may be, in good faith to protect confidential information of third parties delivered to such Purchaser or the Collateral Agent, as the case may be; provided that such Purchaser or the Collateral Agent, as the case may be, may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 21, (iii) any other holder of any Note, (iv) any financial institution (other than a Competitor) to which the relevant Purchaser sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (v) any Person (other than a Competitor) from which the relevant Purchaser offers to purchase any security of the Issuer (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 21), (vi) any federal or state regulatory authority having jurisdiction over such Purchaser or the Collateral Agent, as the case may be, (vii) any nationally recognized rating agency that requires access to information about such Purchaser’s investment portfolio, or (viii) any other Person (other than a Competitor) to which such delivery or disclosure may be necessary or appropriate (provided that, solely with respect to clause (y) immediately below, the Purchaser shall use its reasonable efforts to cause such Person to agree in writing prior to its receipt of such Confidential Information to be bound by this Section 21) (w) to effect compliance with any law, rule, regulation or order applicable to such Purchaser or the Collateral Agent, as the case may be, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Purchaser or the Collateral Agent is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Purchaser or the Collateral Agent, as the case may be, may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under such Purchaser’s Notes (if applicable), this Agreement or any of the other Note Documents. In the event of a disclosure pursuant to clause (vi) and (viii), such Purchaser shall, unless prohibited by applicable law or legal process, notify the Issuer as soon as practical in the event of any such disclosure and disclose Confidential Information to the minimum extent required or requested and shall, upon the Issuer’s request and expense, reasonably cooperate with the Issuer in connection with obtaining a protective order or other appropriate means to protect the confidentiality of the Confidential Information being disclosed. Each holder of a Note, by its acceptance of a Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 21 as though it were a party to this Agreement. On reasonable request by a Transaction Entity in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Transaction Entities embodying this Section 21.

In the event that as a condition to receiving access to information relating to a Transaction Entity or its subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through a secure website, a secure virtual workspace or otherwise) which is different from this Section 21, this Section 21 shall not be amended thereby and, as between such Purchaser or such holder and the Transaction Entities, this Section 21 shall supersede any such other confidentiality undertaking.

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SECTION 22. MISCELLANEOUS.

Section 22.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, except in compliance with Section 11.1, a Transaction Entity may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 22.2. Accounting Terms.

(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be prepared in accordance with GAAP.

(b) If the Issuer notifies the holder of the Notes that the Issuer requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if a holder of the Notes notifies the Issuer that the Required Holders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

(c) All leases that would be treated as operating leases for purposes of GAAP on the date hereof shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations hereunder regardless of any change to GAAP following the date hereof that would otherwise require such leases to be treated as Capital Lease Obligations.

Section 22.3. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.4. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

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Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 14, (b) subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section 22.5 Limited Condition Acquisitions. Notwithstanding anything to the contrary contained in this Agreement, for purposes of determining the occurrence of any Default or Event of Default in connection with a Limited Condition Acquisition, if the Issuer has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered (the “LCA Test Date”). If the Issuer has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition is terminated without consummation of such Limited Condition Acquisition, any such ratio (other than the financial covenants in Section 11.3) or basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Additional Notes and the use of proceeds thereof) have been consummated.

Section 22.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any document to be signed in connection with this Agreement shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Section 22.7. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York.

Section 22.8. Jurisdiction and Process; Waiver of Jury Trial.

(a) Each of the Transaction Entities irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court, in each case, sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, each of the Transaction Entities irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

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(b) Each of the Transaction Entities agrees, to the fullest extent permitted by applicable law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 22.8(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(c) Each of the Transaction Entities consents to process being served by or on behalf of any holder of Notes in any suit, action or proceeding of the nature referred to in Section 22.8(a) by mailing a copy thereof by registered, certified, priority or express mail (or any substantially similar form of mail), postage prepaid, return receipt or delivery confirmation requested, to it at its address specified in Section 19 or at such other address of which such holder shall then have been notified pursuant to said Section. Each of the Transaction Entities agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service.

(d) Nothing in this Section 22.8 shall affect the right of any holder of a Note to serve process in any manner permitted by law, or limit any right that the holders of any of the Notes may have to bring proceedings against either of the Transaction Entities in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT, THE NOTES OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Section 22.9. Bankruptcy Proceedings. The following provisions shall apply during any bankruptcy proceeding of the Issuer:

(a) Each Noteholder or Purchaser shall be free to act independently on any issue not affecting the Collateral. Each Noteholder or Purchaser shall give prior notice to the Collateral Agent, the relevant trustee, receiver or liquidator appointed by any Noteholder or Purchaser at such time (if any) of any such action that could materially affect the rights or interests of the Collateral Agent or such trustee, receiver or liquidator or the other Noteholders or Purchasers to the extent that such notice is reasonably practicable. If such prior notice is not given, such Noteholder or Purchaser shall give prompt notice following any action taken hereunder.

(b) Any proceeds of the Collateral received by any Noteholder or Purchaser as a result of, or during, any bankruptcy proceeding will be delivered promptly to the trustee, receiver or liquidator appointed by any Noteholder or Purchaser at such time (if any).

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SECTION 23. COLLATERAL AGENT

Section 23.1. Appointment of the Collateral Agent.

(a) The Collateral Agent. U.S. Bank Trust Company, National Association shall initially act as Collateral Agent for the Purchasers. U.S. Bank Trust Company, National Association, as Collateral Agent, is hereby authorized and directed by the Purchasers to (i) enter into this Agreement and each of the other Note Documents, (ii) bind the Purchasers on the terms as set forth in this Agreement and in each of the other Note Documents and (iii) perform and observe its obligations under this Agreement and each of the other Note Documents. Each Purchaser, by its acceptance of the Notes, irrevocably consents and agrees to the terms of the Note Documents (including, without limitation, the provisions providing for the release of Collateral) as the same may be in effect may be amended from time to time in accordance with their terms. The Collateral Agent is each Purchaser’s agent for the purpose of perfecting such Purchaser’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession.

(b) Role of the Collateral Agent. The rights, duties, liabilities and immunities of the Collateral Agent and its appointment, resignation and replacement hereunder and under this Agreement and the other Note Documents shall be governed by this Agreement and the relevant provisions contained in this Agreement and the other Note Documents. Without limiting the foregoing, the rights, privileges, protections and benefits given to the Collateral Agent under this Agreement are extended to, and shall be enforceable by, the Collateral Agent in connection with the execution, delivery and administration of the other Note Documents and any action taken or omitted to be taken by the Collateral Agent in connection with its appointment and performance under the other Note Documents to which it is a party.

(c) Absence of Fiduciary Relation. The Collateral Agent undertakes to perform or to observe only such of its agreements and obligations as are specifically set forth in this Agreement and the other Note Documents, and no implied agreements, covenants, functions, duties, responsibilities, liabilities or obligations with respect to the Issuer or any Affiliate of the Issuer, any Purchaser or any other party shall be read into this Agreement against the Collateral Agent. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or the other Note Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature and the Collateral Agent in its capacity as such is not a fiduciary of and shall not owe or be deemed to owe any fiduciary duty to the Purchasers, any Noteholders, the Transaction Entities or any related Person of any Purchaser, Noteholder, Transaction Entity, or any other Person. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement and the other Note Documents with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The Issuer hereby agrees that the Collateral Agent shall hold the Collateral on behalf of and for the benefit of all of the Purchasers and the Collateral Agent, in each case, pursuant to the terms of the Note Documents.

(d) Exculpatory Provisions.

(i) None of the Collateral Agent or any of its respective officers, directors, employees, agents, attorneys-in-fact or related Persons shall be responsible or liable in any manner (A) to the Issuer or any of its respective related Persons for any action taken or omitted to be taken by it under or in connection with this Agreement in compliance herewith, (B) to any Purchaser or any other Person for any recitals, statements, representations, warranties, covenants or agreements contained in this Agreement or in any other Note Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, this Agreement or any other Note Document, (C) to any Purchaser or any other Person for the validity, effectiveness, adequacy, genuineness or enforceability of this Agreement or any other Note Document, or any Lien purported to be created hereunder or under any other Note Document, (D) to any Purchaser or any other Person for the validity or sufficiency of the Collateral or the validity of the title of the Issuer to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or (E) to any Purchaser or other Person for any failure of the Issuer to perform any of its obligations.

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(ii) Notwithstanding anything to the contrary contained in this Agreement or any other Note Document, (A) in no event shall the Collateral Agent be responsible for or have any obligation, duty or liability with respect to the creation, perfection, recording, registration, priority, maintenance, protection or enforcement of any of the security interests or Liens on, security interest in, pledge or other encumbrance involving or relating to the Collateral or any other assets, properties or rights of the Issuer, (B) the Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any Liens in the Collateral and (C) the Collateral Agent shall not be under any obligation to any Person to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or to inspect the properties or records of the Issuer. The permissive rights of the Collateral Agent to do things enumerated in this Agreement shall not be construed as a duty or obligation. Notwithstanding anything to the contrary herein, the Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under the UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral and the Collateral Agent shall not be responsible for any loss or diminution in value of the Collateral including, without limitation, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall be permitted to use overnight carriers to transmit possessory collateral and shall not be liable for any items lost or damaged in transit. The Collateral Agent shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Issuer or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

(iii) Notwithstanding anything to the contrary contained herein, the Collateral Agent shall not be exonerated from any liability arising from the gross negligence of the Collateral Agent, or its respective related Persons, in the exercise of any right or duty hereunder, or from the willful misconduct of such Collateral Agent, or its respective related Persons, in each case as finally determined by a court of competent jurisdiction.

(iv) Except as otherwise provided in the Note Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or the other Note Documents in accordance with a request, direction, instruction or consent of the Required Holders and such request and any action taken pursuant thereto shall be binding upon all Holders.

(v) The Collateral Agent shall be authorized to appoint co-collateral agents and may act through agents or attorneys and shall not be responsible for the acts or omissions of any such attorney appointed with due care.

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(vi) The Collateral Agent shall not be charged with knowledge of (A) any events or other information or (B) any default under this Agreement or any other agreement unless, in each case, the Collateral Agent shall have actual knowledge thereof.

(vii) The Collateral Agent shall not have any obligation whatsoever to any of the Noteholders to assure that the Collateral exists or is owned by the Issuer or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuer’s property constituting Collateral intended to be subject to the Lien and security interest of the Note Documents has been properly and completely listed or delivered, as the case may be, or the value, genuineness, validity, ownership, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent pursuant to this Agreement or any other Note Document other than pursuant to the instructions of the Required Holders or as otherwise provided in the Note Documents.

(viii) Upon the receipt by the Collateral Agent of a written request of the Issuer signed by an officer (a “Collateral Document Order”), the Collateral Agent is hereby authorized to execute and enter into, and shall execute and enter into, without the further consent of any Noteholder, any Collateral Document to be executed after the date hereof. Such Collateral Document Order shall (i) state that it is being delivered to the Collateral Agent pursuant to, and is a Collateral Document Order referred to in, this Section 23.1(d)(viii), and (ii) instruct the Collateral Agent to execute and enter into such Collateral Document; provided that in no event shall the Collateral Agent be required to enter into a Collateral Document that it determines adversely affects the Collateral Agent in a commercially unreasonable manner. Any such execution of a Collateral Document shall be at the direction and reasonable expense of the Issuer, upon delivery to the Collateral Agent of a certificate of a Responsible Officer of the Issuer stating that all conditions precedent to the execution and delivery of such Collateral Document have been satisfied. The Noteholders, by their acceptance of the Notes, hereby authorize and direct the Collateral Agent to execute such Collateral Documents.

(ix) The Collateral Agent shall be entitled to receive and rely on and shall not be liable for any action taken or omitted to be taken by the Collateral Agent in accordance with the advice of counsel or accountants retained or consulted by the Collateral Agent.

(x) Without limiting the foregoing, with respect to any Collateral located outside of the United States (“Foreign Collateral”), the Collateral Agent shall have no obligation to directly enforce, or exercise rights and remedies in respect of, or otherwise exercise any judicial action or appear before any court in any jurisdiction outside of the United States. To the extent the Required Holders determine that it is necessary or advisable in connection with any enforcement or exercise of rights with respect to Foreign Collateral to exercise any judicial action or appear before any such court, the Required Holders shall be entitled to direct the Collateral Agent to appoint a local agent for such purpose at the expense of the Issuer (subject to the receipt of such protections, security and indemnities as the Collateral Agent shall determine in its sole discretion to protect the Collateral Agent from liability).

(xi) Nothing in this Agreement or the other Note Documents shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder.

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(xii) In no event shall the Collateral Agent be responsible or liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

(xiii) In no event shall the Collateral Agent be required to execute and deliver any account control agreement or any instruction or direction letter delivered in connection with such document that the Collateral Agent determines adversely affects it or otherwise subjects it to personal liability, including without limitation agreements to indemnify any contractual counterparty; provided that nothing in this clause (xiii) shall be implied as imposing any such obligation on the Issuer or any other to obtain any such account control agreement.

(xiv) The Collateral Agent shall not be responsible or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act or provision of any present or future law or regulation or governmental authority; acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service; accidents; labor disputes; acts of civil or military authority or governmental actions; or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility.

(e) Fees and Expenses. The Issuer agrees that it shall reimburse and indemnify the Collateral Agent in accordance with Section 16.1.

(f) Filing Fees, Taxes, etc. The Issuer shall pay all filing, registration and recording fees or re-filing, re-registration, and re-recording fees, and all federal, state, county, and municipal stamp taxes and other similar taxes, duties, imposts, assessments, and charges arising out of or in connection with the execution and delivery of this Agreement, the other Note Documents, and any agreement supplemental hereto or thereto and any instruments of further assurance or termination.

(g) Security Against Costs. The Collateral Agent shall be under no obligation to take any enforcement action or remedy under this Agreement or any other Note Document at the request, order or direction of any Purchaser pursuant to the provisions of this Agreement or any other Note Document, unless the Collateral Agent shall have been offered security or indemnity against the costs, expenses and liabilities which may be incurred by it in compliance with such request, order or direction.

(h) No Responsibility for Investments. In no event shall the Collateral Agent or any Purchaser be liable or responsible for any funds or investments of funds held by the Issuer or any Affiliates thereof.

Section 23.2. Replacement of the Collateral Agent.

(a) The Collateral Agent may resign in writing at any time upon 30 days prior notice to the Issuer by so notifying the Issuer. The Required Holders may remove the Collateral Agent by so notifying the Collateral Agent and may appoint a successor Collateral Agent. The Issuer shall remove the Collateral Agent if:

(i) the Collateral Agent is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Collateral Agent under any Bankruptcy Law;

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(ii) a receiver, custodian or other public officer takes charge of the Collateral Agent or its property; or

(iii) the Collateral Agent otherwise becomes incapable of acting.

(b) If the Collateral Agent resigns or is removed by the Issuer or by the Required Holders and such Required Holders do not reasonably promptly appoint a successor Collateral Agent, or if a vacancy exists in the office of the Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), the Issuer shall promptly appoint a successor Collateral Agent.

(c) A successor Collateral Agent shall deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Upon delivery of such acceptance and the payment of all outstanding fees, expenses and indemnification amounts to which the retiring Collateral Agent is entitled pursuant to Section 16.1 or any fee agreement between the Issuer and the Collateral Agent, the resignation or removal of the retiring Collateral Agent shall become effective, and the successor Collateral Agent shall have all the rights, powers and duties of the Collateral Agent under this Agreement. The successor Collateral Agent shall provide a written notice of its succession to the Purchasers. The retiring Collateral Agent shall promptly transfer all property held by it as the Collateral Agent to the successor Collateral Agent.

(d) If a successor Collateral Agent does not take office within 60 days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, as applicable, or the holders of at least 10% in aggregate principal amount of the Notes may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent.

(e) Notwithstanding the replacement of the Collateral Agent pursuant to this Section 23.2, the Issuer’s obligations under Section 16.1 shall continue for the benefit of the retiring Collateral Agent.

Section 23.3. Reliance by Collateral Agent.

(a) Whenever in the performance of its duties under this Agreement or any other Note Document, the Collateral Agent shall deem it necessary or desirable that a matter be proved or established with respect to the Issuer or any other Person in connection with the taking, suffering or omitting of any action hereunder by the Collateral Agent, such matter may be conclusively deemed to be proved or established by a certificate executed by a Responsible Officer of such Person, including an Officer’s Certificate, and the Collateral Agent shall have no liability with respect to any action taken, suffered or omitted in reliance thereon. The Collateral Agent may at any time solicit written confirmatory instructions, including a direction of the Issuer or the Required Holders or an order of a court of competent jurisdiction as to any action that it may be requested or required to take or that it may propose to take in the performance of any of its obligations under this Agreement or any other Note Document and shall be fully justified in failing or refusing to act hereunder or under any other Note Document until it shall have received such requisite instruction.

(b) The Collateral Agent shall be fully protected in relying upon any note, writing, affidavit, electronic communication, fax, resolution, statement, certificate, instrument, opinion, report, notice (including any notice of an Event of Default or of the cure or waiver thereof), request, consent, order, judgment or other paper or document or oral conversation (including telephone conversations) which it in good faith believes to be genuine and correct and to have been signed, presented or made by the proper party. The Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notice or certificate furnished to the Collateral Agent in connection with this Agreement or any other Note Document and upon advice and statements of legal counsel (including counsel to the Issuer), independent accountants and other agents consulted by the Collateral Agent.

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Section 23.4. Exercise of Remedies. The remedies of the Collateral Agent hereunder and under the other Note Documents shall include, but not be limited to, the disposition of the Collateral by foreclosure or other sale and the exercising of all remedies of a secured lender under the UCC, bankruptcy laws or similar laws of any applicable jurisdiction. In exercising any such remedies, subject to Section 23.1(g), the Collateral Agent shall act only upon the written direction of the Required Holders.

Section 23.5. Authorized Investments. Any and all funds held by the Collateral Agent in its capacity as Collateral Agent, whether pursuant to any provision hereof or of any other Collateral Document or otherwise, shall, to the extent reasonably practicable following receipt by the Collateral Agent from the Issuer of specific written instructions delivered to the Collateral Agent at least three (3) business days prior to the proposed investment, be invested by the Collateral Agent within a reasonable time in the Cash Equivalents identified in such written instructions; provided that if an Event of Default has occurred the Collateral Agent shall invest such amounts at the written direction of the Purchasers or, absent such written direction hold such amounts un-invested in cash. Any interest earned on such funds shall be disbursed (i) during an Event of Default, in accordance with Section 4.02 of the Collateral Agreement and (ii) at all other times, as the Issuer shall direct. The Collateral Agent shall not be responsible for any investment losses in respect of any funds invested in accordance with this Section 23.5. The Collateral Agent shall have no duty or obligation regarding the reinvestment of any such funds in the absence of updated written instructions from the Issuer.

Section 23.6. [Reserved.]

Section 23.7. Conflicts with Collateral Agreement. Notwithstanding anything herein to the contrary, to the extent there is a conflict between the provisions of this Agreement and the Collateral Agreement, the terms of the Collateral Agreement shall prevail.

Section 23.8. Release of Liens; Authority to Release. The Noteholders and Purchasers irrevocably agree:

(a) that any Lien on any property granted to or held by the Collateral Agent under any Note Document shall be automatically released (i) upon Satisfaction, or otherwise upon the repayment, satisfaction or discharge in full in cash of all obligations under this Agreement (other than (x) obligations not yet due and payable and (y) other than contingent indemnification obligations not yet accrued and payable), (ii) at the time the property subject to such Lien is disposed of in connection with any transaction not prohibited hereunder or under any other Note Document to any Person other than a Person required to grant a Lien to the Collateral Agent under the Note Documents, if no Default or Event of Default shall have occurred and be continuing as a result of such release, or (iii) subject to Section 18.1(c), if the release of such Lien is approved, authorized or ratified in writing by the Required Holders; and

(b) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Note Document to the holder of any Lien on such property that is a Permitted Lien.

Upon request by the Collateral Agent at any time, the Required Holders will confirm in writing the Collateral Agent’s authority to release or subordinate its interest in particular types or items of property, in each case, to the extent permitted under this Section 23.8. In each case as specified in this Section 23.8, the Collateral Agent will promptly (and each Purchaser and Noteholder irrevocably authorizes the Collateral Agent to), at the Issuer’s expense, execute and deliver to the applicable Transaction Entity such documents as the Issuer may reasonably request to evidence the release or subordination of such item of Collateral from the assignment and security interest granted under the Collateral Documents. Any execution and delivery of documents pursuant to this Section 23.8 shall be without recourse to or warranty by the Collateral Agent.

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SECTION 24. GUARANTEE.

(a) Guarantees. The Guarantor, in accordance with the terms hereof, irrespective of the validity and the legal effects of the Notes, irrespective of restrictions of any kind on the Issuer’s performance of its obligations under the Notes, and waiving all rights of objection and defense arising from the Notes, hereby agrees to irrevocably and unconditionally guarantee (the “Guarantee”) to the holders, the due and punctual payment of principal, premium (if any), and interest (including any additional amounts required to be paid in accordance with the terms and conditions of the Notes) from time to time payable by the Issuer and when the same shall become due, whether at stated maturity, upon redemption or repayment, by acceleration or otherwise, and accordingly undertakes to pay such holder, in the manner and the currency set forth in the terms and conditions of the Notes, any amount or amounts which the Issuer is at any time liable to pay in respect of such Notes and which the Issuer has failed to pay, including amounts that become due in advance of their stated maturity as a result of acceleration. Any diligence, presentment, demand, protest or notice, whether in relation to the Guarantor, the Issuer, or any other person, from a holder, in respect of any of the Guarantor’s obligations under the Guarantee is hereby waived.

(b) Status. The obligations of the Guarantor under its Guarantee constitute direct, unsecured and unsubordinated obligations of the Guarantor, as applicable, and the Guarantor undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the Guarantor, including, without limitation, the obligations of such Guarantor with respect to the Existing Notes.

(c) Duration. The Guarantor’s Guarantee is a guarantee of payment and not merely of collection and it shall continue in full force and effect by way of continuing security until Satisfaction or otherwise until all principal, premium (if any) and interest (including any additional amounts required to be paid in accordance with the terms and conditions of the Notes) have been paid in full and all other actual or contingent obligations of the Issuer in relation to the Notes or under this Note Purchase Agreement have been satisfied in full. Notwithstanding the foregoing, if any payment received by any holder is, on the subsequent bankruptcy or insolvency of the Issuer, avoided under any applicable laws, including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the Guarantor under its Guarantee and the Guarantee will continue to apply as if such payment had at all times remained owing by the Issuer.

(d) Exercise of Rights; Subrogation; Claims against the Issuer. Until all principal, premium (if any) and interest and all other monies payable by the Issuer in respect of any Notes shall be paid in full, (i) no right of the Guarantor, by reason of the performance of any of its obligations under its Guarantee, to be indemnified by the Issuer or to take the benefit of or enforce any security or other guarantee or indemnity against the Issuer in connection with the Notes shall be exercised or enforced and (ii) the Guarantor shall not (a) by virtue of the Guarantee or any other reason be subrogated to any rights of any holder or (b) claim in competition with the holders against the Issuer. If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the holders by the Issuer under or in connection with the Notes to be paid in full on behalf and for the benefit of the holders and shall promptly pay or transfer the same to the holders as they may direct to the extent such amount shall be due and unpaid by the Issuer to the holders.

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If a provision of this Section 24 with respect to the Guarantee is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability in that jurisdiction or in any other jurisdiction of any other provision of the Guarantee.

SECTION 25. SATISFACTION

Section 25.1 Option to Effect Satisfaction.

The Issuer may at any time (x) on or after the date irrevocable notice of prepayment pursuant to Section 9.3 is given (which prepayment is not subject to any conditions precedent that have not been fulfilled or waived), (y) when all the Notes that have been authenticated and delivered have been accepted by the Paying Agent for cancellation (other than any Notes which shall have been mutilated, stolen or destroyed and which shall have been replaced or paid as provided in Section 14.8) or (z) when all outstanding Notes have become due and payable or will become due and payable at the Maturity Date within one year, elect that the Issuer and the Guarantor, subject to the satisfaction of the conditions set forth in Section 25.2 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes, the Guarantee, this Agreement and the other Note Documents on the date the conditions set forth below are satisfied (hereinafter, “Satisfaction”). For this purpose, Satisfaction means that the Issuer and the Guarantor will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Guarantee thereof), which will thereafter be deemed to be “outstanding” only for the purposes of Section 25.3 hereof and the sections of this Note Purchase Agreement referred to in clause (b) below, and to have satisfied all their other obligations under such Notes, the Guarantee, this Agreement and the other Note Documents (and the Collateral Agent and Paying Agent, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(a) the rights of the Noteholders to receive payments in respect of the interest on, if any, and the redemption price (including principal, premium and all accrued and unpaid interest) with respect to such Notes when such payments are due from the Discharge Escrow;

(b) the Issuer’s obligations with respect to such Notes under Section 14;

(c) the Issuer’s obligations in Section 16.1; and

(d) this Section 25.

Section 25.2. Conditions to Satisfaction.

In order to exercise Satisfaction under Section 25.1:

(a) the Issuer must irrevocably deposit in the Discharge Escrow, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay the principal, all applicable premium and interest on, if any, and with respect to, the outstanding Notes on the Interest Payment Date, prepayment date or when otherwise due at maturity or redemption, as applicable;

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(b) no Default or Event of Default shall have occurred and be continuing on the date of such deposit into the Discharge Escrow (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(c) such Satisfaction will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Note Documents and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer or the Guarantor is a party or by which the Issuer or the Guarantor is bound;

(d) the Issuer must deliver to the Paying Agent an Officer’s Certificate stating that (i) all conditions precedent herein relating to the Satisfaction have been complied with and (ii) the deposit was not made by the Issuer with the intent of preferring the Noteholders over the other creditors of the Issuers or with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others.

Section 25.3 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.

All money and non-callable Government Securities (including the proceeds thereof) deposited in the Discharge Escrow pursuant to Section 25.3 in respect of the outstanding Notes will be held in the Discharge Escrow and applied by the Escrow Agent, in accordance with the provisions of such Notes and this Agreement, to the payment, either directly or through any paying agent as the Escrow Agent may determine, to the Noteholders of all sums due and to become due thereon in respect of the interest on, if any, and the redemption price with respect to, the outstanding Notes.

Section 25.4. Reinstatement.

If the Escrow Agent or paying agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 25.3, by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantor’s obligations under this Agreement, the Collateral Agreement and the Notes and the Guarantor’s Guarantee of the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 25.2 until such time as the Escrow Agent or paying agent is permitted to apply all such money in accordance with Section 25.3; provided, however, that, if the Issuer makes any payment of interest on or the redemption price with respect to any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Noteholders to receive such payment from the money held by the Escrow Agent.

SECTION 26. TERMINATION.

The obligations of the Purchasers under this Agreement to purchase the Notes hereunder may be terminated by notice to the Issuer from the Purchasers, without liability on the part of the Purchasers, if the Purchasers shall decline to purchase the Notes for any reason permitted by this Agreement, including that the conditions to such Purchaser’s obligation to purchase such Notes in Section 5 have not been fulfilled on the Closing Date (other than as a result of breach of this Agreement by such Purchaser) and the Closing Date has not occurred prior to February 6, 2024. In connection with any such termination pursuant to this Section 26 the Issuer shall be obligated to reimburse the expenses of the Purchasers pursuant to Section 16 hereof. The provisions of Sections 16.1, Section 17, Section 19, Section 21 and Section 22 shall at all times be effective and shall survive such termination.

* * * * *

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Transaction Entities, whereupon this Agreement shall become a binding agreement between you and the Transaction Entities.

This Agreement is hereby

accepted and agreed to as

of the date hereof

This Agreement is hereby

accepted and agreed to with respect to

Sections 16.1, 18.1, 19, 21 and 23

of this Agreement as of the date hereof

Schedule A

DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Additional Notes” is defined in Section 2.1.

“Adjusted Interest Rate” is defined in Section 2.2.

“Affiliate” means, with respect to any Person, any other Person which, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person. For purposes of this definition, “Control” (together with the correlative meanings of “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities or other beneficial interests, by contract, or otherwise.

“Agreement” means this Note Purchase Agreement, including all Schedules attached to this Agreement, as amended, modified or restated from time to time.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“Blocked Person” means (a) a Person whose name appears on the list of Specially Designated Nationals and Blocked Persons published by OFAC, (b) a Person, entity, organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York, are required or authorized to be closed.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“cash” means any immediately available funds in Dollars.

SCHEDULE A

(to Note Purchase Agreement)

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within 1 year from the date of acquisition thereof, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within 1 year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s, (d) certificates of deposit or bankers’ acceptances maturing within 1 year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof having at the date of acquisition thereof combined capital and surplus of not less than $250,000,000, (e) demand deposit accounts maintained with any bank organized under the laws of the United States or any state thereof so long as the amount maintained with any individual bank is less than or equal to $250,000 and is insured by the Federal Deposit Insurance Corporation, and (f) investments in money market funds or mutual funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (e) above.

“Change of Control” is defined in Section 9.8.

“Change of Control Purchase Date” is defined in Section 9.8.

“Change of Control Purchase Price” is defined in Section 9.8.

“Closing” is defined in Section 4.

“Closing Date” is defined in Section 4.

“Code” means the Internal Revenue Code of 1986 as amended.

“Collateral” has the meaning assigned to such term in the Collateral Agreement.

“Collateral Agent” means U.S. Bank Trust Company, National Association or, as applicable, its duly appointed successor as Collateral Agent.

“Collateral Agreement” means a security agreement substantially in the form of Exhibit A.

“Collateral Documents” means, collectively, the Intercreditor Agreement, the Collateral Agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien or secure in favor of the holders of the Notes or the Collateral Agent including those executed and delivered under the Collateral Agreement (without limitation, Copyright Short Form Security Agreement, Trademark Short Form Security Agreement, Patent Short Form Security Agreement, Mortgages, Absolute Assignments, Custodial Agreements, Control Agreements, in each case to the extent applicable).

“Collateral Value” means the value of the Collateral on which the Collateral Agent, for the benefit of itself and the Noteholders, has a valid, perfected, first-priority Lien as reflected in the books and records of the Issuer and its subsidiaries in accordance with GAAP (without, for the avoidance of doubt, any duplication as between the value of any assets held by, and any equity interest in, any particular Subsidiary).

“Competitor” means (a) any Person who is not an Affiliate of a Transaction Entity or any of its subsidiaries and a substantial part of whose business is (or a substantial part of the business of any Affiliate of which is) in the same or similar business as a material business of the Transaction Entities or any of their subsidiaries or (b) any Affiliate of any of the foregoing.

“Confidential Information” is defined in Section 21.

SCHEDULE A

(to Note Purchase Agreement)

“Consolidated Net Income” means, for any period, the aggregate of the net income (loss) of such Issuer and its consolidated subsidiaries, determined in accordance with GAAP for such period on a consolidated basis; provided, however, that, without duplication,

(a) (x) any net after-tax write-offs or extraordinary, unusual or nonrecurring gains or losses and any net after-tax gains or losses (in each case less all fees and expenses related thereto), in each case, that (i) are in respect of purchases of all remaining outstanding asset-backed securities of any Securitization Issuer Entity consistent with the terms of the related Permitted Securitization Indebtedness, (ii) constitute non-cash gains or losses and (iii) are in respect of fees and expenses that were paid in cash in a prior period or (y) any other net after-tax write-offs or extraordinary, unusual or nonrecurring income or expenses or charges (including, without limitation, any pension expense, casualty losses, severance expenses, facility closure expenses, system establishment costs, relocation expenses and other restructuring expenses, benefit plan curtailment expenses, bankruptcy reorganization claims, settlement and related expenses and fees, expenses or charges related to any offering of Equity Interests of the Guarantor, the Issuer or any of their subsidiaries, any Investment, acquisition or Indebtedness not prohibited by this Agreement (in each case, whether or not successful), including all fees, expenses, charges and change of control payments related to the issuance of the Notes), in each case, shall be excluded,

(b) any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of),

(c) any net after-tax gain or loss (including the effect of all fees and expenses or charges relating thereto) attributable to business dispositions or asset dispositions other than in the ordinary course of business (as determined in good faith by the Board of Directors of the Issuer) shall be excluded,

(d) any net after-tax income or loss (including the effect of all fees and expenses or charges relating thereto and deferred financing costs written off and premiums paid) attributable to the refinancing, modification of or early extinguishment of Indebtedness (including obligations under Hedging Agreements) and any non-cash gains and losses attributable to movement in the mark-to-market valuation of rights and obligations under Hedging Agreements pursuant to Financial Accounting Standards Board Statement No. 133 shall be excluded,

(e) (x) the net income (loss) for such period of any Person that is accounted for by the equity method of accounting shall be included in Consolidated Net Income only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the Issuer or a subsidiary thereof in respect of such period and (y) the Consolidated Net Income for such period shall include any dividend, distribution or other payment in respect of equity paid in cash by such Person in excess of the amounts included in clause (x),

(f) the net income for such period of any subsidiary (that is not a Warehouse Facility Entity or a Securitization Entity) of the Issuer shall be excluded to the extent that the declaration or payment of dividends or similar distributions by such subsidiary of its net income is not at the date of determination permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that subsidiary or its stockholders or members, unless such restriction with respect to the payment of dividends or similar distributions has been legally waived (provided that the net loss of any such subsidiary shall be included to the extent funds are disbursed by such Person or any other subsidiary of such Person in respect of such loss and that Consolidated Net Income of such Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) by such subsidiary to the Issuer or one of its subsidiaries in respect of such period to the extent not already included therein),

SCHEDULE A

(to Note Purchase Agreement)

(g) Consolidated Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(h) any non-cash charges from the application of the purchase method of accounting in connection with any future acquisition, to the extent such charges are deducted in computing such Consolidated Net Income shall be excluded,

(i) any non-cash expenses, any gains or losses on interest rate and foreign currency derivatives and any foreign currency transaction gains or losses shall be excluded; provided, that there shall not be excluded pursuant to this clause (i) (A) any non-cash expense to the extent it represents an accrual of or a reserve for cash expenditures in any future period or amortization of a prepaid cash item that was paid in a prior period and (B) any non-cash expense that results from the write-down or write-off of assets or the impairment of property, plant, equipment, goodwill, intangibles or other long-lived assets, and

(j) any long-term incentive plan accruals and any non-cash compensation expense realized from grants of stock appreciation or similar rights, stock options, any restricted stock plan or other rights to officers, directors and employees of the Guarantor, the Issuer or any of their subsidiaries shall be excluded.

“Corporate Trust Office” means the office of the Paying Agent at which at any particular time such Person’s corporate trust business shall be principally administered, which office at the date of the execution of this Agreement is located at the address specified in Section 14 of this Agreement, or such other address as the Paying Agent may designate from time to time by notice to the Issuer, or the principal corporate trust office of any successor Paying Agent (or such other address as such successor Paying Agent may designate from time to time by notice to the Issuer in accordance with this Agreement).

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means 2% per annum above the rate of interest on the Notes then in effect.

“Discharge Escrow” mean any escrow account which may be established for the benefit of the Noteholders and the Collateral Agent, pursuant to an escrow agreement with customary terms between the Issuer and the Paying Agent or another entity reasonably satisfactory to the Paying Agent as escrow agent (the “Escrow Agent”), into which cash in U.S. Dollars or non-callable Government Securities are deposited by or on behalf of the Issuer in an amount sufficient to satisfy the obligations and conditions set forth in Section 25.1, for the purpose of satisfying the Issuer’s obligations under Section 25 in the event of a Satisfaction election.

“Dollars” or “$” refers to lawful money of the United States of America.

“DTC” is defined in Section 14.1.

SCHEDULE A

(to Note Purchase Agreement)

“Egan-Jones” means Egan-Jones Ratings Company, a nationally recognized statistical rating organization.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests or equivalents (however designated, including any instrument treated as equity for U.S. federal income tax purposes) in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“Event of Default” is defined in Section 12.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Excluded Account” has the meaning assigned to such term in the Collateral Agreement.

“Existing Instrument” is defined in Section 6.9(f).

“Existing Notes” means the Issuer’s 7.125% Senior Secured Notes due March 15, 2027.

“Expiration Date” is defined in Section 9.8.

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), together with any current or future regulations or official interpretations thereof, (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States of America.

“Government Securities” means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit.

“Governmental Authority” means the government of the United States of America, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof,

(b) to purchase or lease property securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof,

SCHEDULE A

(to Note Purchase Agreement)

(c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or

(d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation;

provided that the term guarantee shall not include (i) endorsements for collection or deposit in the ordinary course of business or (ii) customary indemnification agreements entered into in the ordinary course of business, provided that such indemnification obligations are unsecured, such Person has determined that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty of a payment obligation of the primary obligor.

“Guarantee” has the meaning set forth in Section 24(a).

“Guarantor” is defined in the first paragraph of this Note Purchase Agreement.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange protection agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“holder” or “Noteholder” means, with respect to any Note, the Person in whose name such Note is registered in the Note Register maintained by the Paying Agent pursuant to Section 14.5; provided, however, that if such Person is a nominee, then for the purposes of Sections 8, 13, 14.5(b), 18.2 and 19 and any related definitions in this Schedule A, “holder” shall mean the beneficial owner of such Note.

“Indebtedness” of any Person means, without duplication,

(a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind,

(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,

(c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,

(d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable and accrued expenses incurred in the ordinary course of business),

(e) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (with the value of such debt being the lower of the outstanding amount of such debt and the fair market value of the property subject to such Lien),

(f) all guarantees by such Person of Indebtedness of others,

(g) all Capital Lease Obligations of such Person,

SCHEDULE A

(to Note Purchase Agreement)

(h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty,

(i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and

(j) all payment obligations under repurchase agreements, single seller financing facilities, warehouse facilities and other lines of credit.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, “Indebtedness” shall not include (x) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset or Investment to satisfy unperformed obligations of the seller of such asset or Investment or (y) a commitment arising in the ordinary course of business to make a future Investment.

“Initial Notes” is defined in Section 2.1.

“Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit B.

“Interest Payment Date” means each May 15 and November 15, beginning with May 15, 2024.

“Interest Period” means the period from the most recent Interest Payment Date (or, if no Interest Payment Date has yet occurred, from the Closing Date) to, but excluding, the next succeeding Interest Payment Date (or, if applicable, redemption date or Maturity Date).

“Investment” means, for any Person: (a) Equity Interests, bonds, notes, debentures or other securities of any other Person or any agreement to acquire any Equity Interests, bonds, notes, debentures or other securities of any other Person (and any rights or proceeds in respect of (x) any “short sale” of securities or (y) any sale of any securities at a time when such securities are not owned by such Person); (b) deposits, advances, loans or other extensions of credit made to any other Person (including purchases of property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); or (c) Hedging Agreements.

“Investment Company Act” means the Investment Company Act of 1940, as amended from time to time.

“Investment Grade” means a rating of at least “BBB-” or higher by Egan-Jones or its equivalent by any other NRSRO without giving effect to any credit watch.

“Issuer” is defined in the first paragraph of this Agreement.

“Judgment Default Threshold” means $10,000,000.

“Key Personnel” means the chief executive officer, the chief financial officer, the chief legal officer and general counsel, any executive vice president, the corporate treasurer, and the chief accounting officer of either Transaction Entity.

SCHEDULE A

(to Note Purchase Agreement)

“knowledge of the Transaction Entities” shall mean the actual or constructive knowledge of any of the Key Personnel, after due inquiry.

“LCA Election” means the Issuer’s election to treat a specified acquisition or similar Investment not prohibited under this Agreement, as a Limited Condition Acquisition.

“LCA Test Date” has the meaning specified in Section 22.5.

“Lien” means, with respect to any asset, any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, encumbrance, assignment, deposit arrangement, charge, preference, priority or other security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any Capital Lease Obligations having substantially the same economic effect as any of the foregoing) in, on or of such asset.

“Limited Condition Acquisition” means any acquisition or similar Investment by any Transaction Entity not prohibited under this Agreement whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

“Make-Whole Amount” is defined in Section 9.2.

“Make-Whole Amount Calculation Date” is defined in Section 9.2.

“Make-Whole Payment Date” is defined in Section 9.2.

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities and financial condition, assets or properties of the Transaction Entities and their subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement, the securities or the rights and remedies of the holders of the Notes.

“Material Real Property” has the meaning assigned to such term in the Collateral Agreement.

“Maturity Date” means February 15, 2029.

“Mortgage Loan” means all rights to payment of Indebtedness and obligations (including without limitation, unpaid principal, accrued interest, costs, fees, expenses and indemnity obligations) owing by an Underlying Obligor in respect of a commercial loan or loans or other financial accommodations payable to a Transaction Entity, whether evidenced by a single Mortgage Note or multiple Mortgage Notes (each evidencing a portion of the aggregate amount of such Mortgage Loan), secured by an Underlying Mortgage or Underlying Mortgages encumbering Underlying Mortgaged Property or otherwise.

“Mortgage Note” means each promissory note, consolidated promissory note, or amended and restated promissory note executed by an Underlying Obligor in connection with a Mortgage Loan and payable to a Transaction Entity, as the same may be modified, amended or restated from time to time.

“Net Asset Value” means, as of the date of determination, the total value of the assets less the total value of the liabilities shown on the Issuer’s consolidated balance sheet as of such date, as calculated and determined in accordance with GAAP.

SCHEDULE A

(to Note Purchase Agreement)

“Net Cash Proceeds” means, with respect to any sale of Equity Interests by the Issuer or contribution to the capital of the Issuer, the aggregate amount of all cash received by the Issuer in respect of such sale of Equity Interests or capital contribution net of any placement agent, finders’ or other similar fees, legal fees, accountants’ fees, discounts and commissions and other customary fees and expenses actually incurred by the Issuer in connection with such sale of Equity Interests or capital contribution.

“Net Equity Capital Activity” means the aggregate Net Cash Proceeds from the sale by the Issuer of its Equity Interests to Persons other than a Transaction Entity or their respective subsidiaries at any time after the date of this Agreement or from a contribution to the capital of the Issuer at any time after the date of this Agreement.

“Net Non-Securitization Debt to Equity Ratio” means as of any date of determination, the ratio of (a) the amount of (x) the aggregate principal amount of Non-Securitization Debt of the Issuer and its consolidated subsidiaries (including under the Notes) as of such date less (y) all cash and Cash Equivalents of the Issuer and its consolidated subsidiaries to the extent subject to an account control agreement in favor of the Collateral Agent, to (b) Stockholders’ Equity at the last day of the immediately preceding fiscal quarter of the Issuer.

“Non-Securitization Debt” means Indebtedness of the Issuer and its consolidated subsidiaries other than Securitization Indebtedness that is reflected on the Issuer’s consolidated balance sheet that does not constitute an obligation of the Transaction Entities or any of their consolidated subsidiaries (other than the applicable Securitization Issuer Entity). For the avoidance of doubt, non-securitization debt includes all recourse and non-recourse warehouse lines of credit of the Issuer and its consolidated subsidiaries, including but not limited to the Permitted Warehouse Indebtedness.

“Non-Securitization Debt Service” means, for the applicable Testing Period, the sum of: (a) the interest paid in cash or required to be paid in cash by the Issuer and its subsidiaries, on a consolidated basis, for such Testing Period with respect to all Non-Securitization Debt, in each case determined in accordance with GAAP, plus (b) other than with respect to Permitted Warehouse Indebtedness, regularly scheduled principal amortization payments made or required to be made on account of Non-Securitization Debt for the applicable Testing Period (exclusive of pay-offs or pay-downs on account of such Non-Securitization Debt), in each case determined in accordance with GAAP.

“Non-Securitization Senior Debt Service Coverage Ratio” means, with respect to the Transaction Entities, at any date of determination, the ratio of (a) Pre-Tax Income plus (solely to the extent deducted in calculating Pre-Tax Income) Non-Securitization Debt Service to (b) Non-Securitization Debt Service, in each case for the Testing Period.

“Note Documents” means (a) the Note Purchase Agreements, (b) the Notes, (c) the Collateral Documents and (d) each other document or instrument now or hereafter executed and delivered by a Transaction Entity in connection with, pursuant to or relating to this Agreement, in each case, as amended, modified or restated from time to time.

“Note Purchase Agreements” is defined in the first paragraph of this Agreement.

“Note Register” is defined in Section 14.5.

“Noteholder” has the meaning assigned to such term in the definition of “holder”.

“Notes” is defined in Section 2.1.

SCHEDULE A

(to Note Purchase Agreement)

“NRSRO” means a Nationally Recognized Statistical Rating Organization as defined pursuant to Section 3(a)(62) of the Exchange Act, including but not limited to Egan-Jones, in each case, whose ratings for senior indebtedness of issuers similar to the Issuer are authorized for use with, and recognized by, the Securities Valuation Office of the National Association of Insurance Commissioners (the “SVO”) and which rating shall (a) specifically describe the Notes, including their interest rate, maturity and Private Placement Number and (b) in the event such Rating is a “private letter rating” (i) address the likelihood of payment of both the principal and interest of such Notes (which requirement shall be deemed satisfied if the rating is silent as to the likelihood of payment of both principal and interest and does not otherwise include any indication to the contrary), (ii) not include any prohibition against sharing such evidence with the SVO or any other regulatory authority having jurisdiction over the holders of the Notes, and (iii) include such other information describing the relevant terms of the Notes as may be required from time to time by the SVO or any other regulatory authority having jurisdiction over the holders of the Notes.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Offer to Purchase” is defined in Section 9.8.

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Transaction Entities whose responsibilities extend to the subject matter of such certificate.

“Optional Prepayment Date” means the date specified in the Issuer’s notice of optional prepayment for a prepayment of Notes pursuant to Section 9.2.

“Parent Entity” means any direct or indirect parent of the Issuer that is a holding company with no material assets or operations other than holding (either directly or indirectly through one or more other Parent Entities) Equity Interests of the Issuer (excluding, for avoidance of doubt, any investment vehicle of the Sponsor or PIMCO).

“Pari Passu Notes” means senior notes, together with any guarantees thereon, incurred from time to time by the Transaction Entities that have been issued or are issuable by the Transaction Entities, secured by the Collateral and ranking pari passu in right of payment to the Transaction Entities’ existing and future senior Indebtedness, including, without limitation, the Existing Notes; provided that, the Transaction Entities may only incur Pari Passu Notes if, both immediately before and on a pro forma basis, after giving effect to the issuance and sale of any such Pari Passu Notes and intended use of proceeds therefrom, (a) no Default or Event of Default has occurred and is continuing (subject to customary “SunGard” or “certain funds” limitations to the extent the proceeds of any Pari Passu Notes are being used to finance a Limited Condition Acquisition), (b) the Issuer is in compliance with Section 11.3 of this Note Purchase Agreement (including, for the avoidance of doubt, any concurrent addition of Collateral) and (c) the Issuer reaffirms the rating for the Notes with one or more NRSROs.

“Paying Agent” means UMB Bank, National Association or, as applicable, its duly appointed successor as Paying Agent.

SCHEDULE A

(to Note Purchase Agreement)

“Permitted Holders” means (i) each of the Sponsor, PIMCO and any group (within the meaning of Section 13(d)(3) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, the Sponsor and PIMCO, collectively, have beneficial ownership of more than 50% of the total voting power of the Equity Interests of the Guarantor and (ii) any Parent Entity that is formed not in connection with, or in contemplation of, a transaction that (but for the application to such Person of this clause (ii)) would constitute a Change of Control, if the holders of the common stock of such Parent Entity immediately after it becomes a Parent Entity are substantially the same as the holders of the common stock of the Guarantor (or, as applicable, any other Parent Entity that previously became such pursuant to this clause (ii)) immediately before such transaction.

“Permitted Liens” means:

(a) Liens existing on the Closing Date and set forth on Schedule 11.2 and Liens in connection with a refinancing of Indebtedness secured by such property or assets arising after the Closing Date on any property or asset that substitutes or replaces the property or asset that is the subject of such Liens;

(b) any Lien created under the Note Documents or permitted in respect of any Material Real Property mortgaged in favor of the Collateral Agent by the terms of such mortgage;

(c) any Lien in favor of a collateral agent for the benefit of the holders of Pari Passu Notes, including, without limitation, the Existing Notes, or permitted in respect of any Material Real Property mortgaged in favor of such collateral agent by the terms of such mortgage;

(d) any Lien securing Indebtedness of a subsidiary of the Issuer acquired after the Closing Date or a Person merged into or consolidated with the Issuer or subsidiary thereof after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness, in each case, exists at the time of such acquisition, merger or consolidation and is not created in contemplation of such event, or any refinancing of such Indebtedness, provided, that (i) such Lien does not apply to any other property or assets of the Issuer or subsidiary(ies) thereof not securing such Indebtedness at the date of the acquisition of such property or asset (other than after-acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and which Indebtedness and other obligations are permitted hereunder that require a pledge of after-acquired property, it being understood that such requirement shall not be permitted to apply to any property to which such requirement would not have applied but for such acquisition) and (ii) such Lien is not created in contemplation of or in connection with such acquisition;

(e) Liens for taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in compliance with Section 10.3;

(f) Liens imposed by law (including, without limitation, Liens in favor of customers for equipment under order or in respect of advances paid in connection therewith but excluding any Lien imposed by ERISA) such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, the applicable Transaction Entity shall have set aside on its books reserves in accordance with GAAP;

SCHEDULE A

(to Note Purchase Agreement)

(g) (i) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations under U.S. or foreign law and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any subsidiary thereof;

(h) deposits or Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, warranty bonds, bids, leases, trade contracts, government contracts, completion or performance guarantees and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(i) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business that do not render title unmarketable and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Issuer or any subsidiary thereof or would reasonably expected to result in a Material Adverse Effect;

(j) purchase money security interests in equipment or other property or improvements thereto hereafter acquired (or, in the case of improvements, constructed) by the Issuer or the Guarantor (including the interests of vendors and lessors under conditional sale and title retention agreements); provided, that (i) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (ii) the Indebtedness secured thereby does not exceed 100% of the cost of such equipment or other property or improvements at the time of such acquisition (or construction), including transaction costs incurred by the Issuer in connection with such acquisition (or construction) and (iii) such security interests do not apply to any other property or assets of the Issuer (other than to accessions to such equipment or other property or improvements); provided, further, that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender;

(k) Liens arising out of sale and lease-back transactions, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property;

(l) Liens securing judgments that do not constitute an Event of Default under Section 12(g);

(m) other Liens with respect to property or assets with an aggregate fair market value (valued at the time of creation thereof) of not more than $5,000,000;

(n) Liens disclosed by the title insurance policies (that were not granted in contemplation of this Agreement) and any replacement, extension or renewal of any such Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are not prohibited by this Agreement;

SCHEDULE A

(to Note Purchase Agreement)

(o) Liens in respect of Securitization Assets, REO Assets and the proceeds thereof incurred in connection with Permitted Securitization Indebtedness;

(p) any interest or title of, or Liens created by, a lessor under any leases or subleases entered into by the Transaction Entities, as tenant, in the ordinary course of business;

(q) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks not given in connection with the incurrence of Indebtedness, (ii) relating to pooled deposit or sweep accounts of the Transaction Entities to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Transaction Entities or (iii) relating to purchase orders and other agreements entered into with customers of the Transaction Entities in the ordinary course of business;

(r) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(s) Liens securing obligations in respect of performance bonds, warranty bonds, bid bonds, appeal bonds, surety bonds and completion or performance guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business and obligations arising out of advances on exports, advances on imports, advances on trade receivables, customer prepayments and similar transactions in the ordinary course of business and consistent with past practice, or in respect of trade-related letters of credit and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit and the proceeds and products thereof;

(t) licenses of intellectual property granted in the ordinary course of business;

(u) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(v) Liens upon specific items of inventory or other goods and proceeds of the Issuer securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(w) Liens solely on any cash earnest money deposits made by the Issuer in connection with any letter of intent or purchase agreement not prohibited hereby;

(x) Liens arising from precautionary Uniform Commercial Code financing statement filings regarding operating leases entered into by the Transaction Entities in the ordinary course of business;

(y) Liens on insurance policies and proceeds thereof, or other deposits, to secure insurance premium financing arrangements in the ordinary course of business and in an aggregate principal amount not to exceed 2.00% of the Issuer’s consolidated total assets, provided, that such Liens are limited to the applicable unearned insurance premiums;

(z) Liens on the Collateral securing obligations in respect of cash management obligations and swap or similar hedging obligations and related transactions in the ordinary course of business;

SCHEDULE A

(to Note Purchase Agreement)

(aa) Liens on cash or Cash Equivalents in an amount of up to $3,000,000 in support of the Issuer’s obligations under any letter of credit facility;

(bb) first-priority Liens securing Permitted Warehouse Indebtedness; and

(cc) Liens on REO Assets that secure obligations owed to third parties, provided that such Liens existed prior to, and were not imposed in contemplation of transfer of, such REO Assets to a Transaction Entity.

“Permitted Restricted Payments” means the following, to the extent constituting Restricted Payments:

(a) declaration and payment of dividends or make other distributions to the Guarantor (i) in respect of customary corporate overhead expenses, consistent with past practice, of the Guarantor or any other direct or indirect parent of the Issuer, including, without limitation, legal, accounting and professional fees and other fees and expenses in each case in connection with the maintenance of its existence and its ownership of the Issuer and franchise taxes and other taxes required to maintain its (or any of its direct or indirect parents’) corporate existence (for the avoidance of doubt, no taxes imposed on or measured by net income shall be encompassed by this clause (a)(i)); (ii) in the event the Issuer files a consolidated, combined, unitary, affiliated, or similar income tax return with the Guarantor or any direct or indirect parent of the Issuer (as applicable to the Guarantor or any direct or indirect parent of the Issuer, the “Consolidated Tax Parent”) to permit the Consolidated Tax Parent to pay the tax liability in respect of the consolidated, combined, unitary, affiliated or similar returns filed by the Consolidated Tax Parent in each relevant jurisdiction solely to the extent attributable to taxable income, revenue, receipts, gross receipts, gross profits, capital or margin of the Issuer and/or its subsidiaries and the ownership of the Consolidated Tax Parent in the Issuer and/or its subsidiaries; provided, that the amount of such payment or distribution shall not be greater than the amount of such taxes that would have been due and payable by the Issuer and its subsidiaries had the Issuer not filed a consolidated, combined, unitary, affiliated, or similar return with the Consolidated Tax Parent;

(b) the repurchase, redemption or other acquisition or retirement of (or making of dividends or distributions to the Guarantor to finance any such repurchase, redemption or other acquisition or retirement) for value, in any such case paid no earlier than the first anniversary of the Closing Date, any Equity Interests of the Guarantor or any subsidiary held by any current or former officer, director, consultant or employee of the Issuer, the Guarantor or any subsidiary of the Guarantor pursuant to any equity subscription agreement, equity grant agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement; provided, that the aggregate amount of such purchases, redemptions, acquisitions or retirements (other than in connection with facilitating employee tax events relating to vesting and distribution of incentive compensation) under this clause (b) shall not exceed in any fiscal year $2,500,000 (plus the amount of net proceeds (x) received by the Issuer during such fiscal year from sales of equity interests of the Issuer or contributions to the capital of the Issuer, in each case as a result of sales of equity interests to directors, consultants, officers or employees of the Issuer or any subsidiary thereof in connection with employee compensation and incentive arrangements, and (y) of any key-man life insurance policies recorded during such fiscal year), which, if not used in any year, may be carried forward to the next subsequent fiscal year;

(c) non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the exercise price of such options or a surrender of Equity Interests to satisfy the equityholder’s tax liability in connection with the vesting of equity awards; and

SCHEDULE A

(to Note Purchase Agreement)

(d) declaration and payment of other Restricted Payments in an aggregate amount under this clause (d) (taken together with the aggregate amount paid under clause (b) of this definition) not to exceed the sum (without duplication) of:

(i) 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on January 1, 2022 to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus

(ii) 100% of the aggregate net cash proceeds received by the Issuer since March 15, 2022 as a contribution to its common equity capital or from the issue or sale of Equity Interests of but in any case excluding any Designated Cash Contribution.

“Permitted Securitization Indebtedness” has the meaning assigned to such term in the Collateral Agreement.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or Governmental Authority.

“PIMCO” means, collectively, TOBI III SPE I LLC, LVS III Holdings, L.P., PIMCO GP XVII, LLC, Pacific Investment Management Company LLC and each of their respective Affiliates but excluding any operating portfolio companies of any of the foregoing.

“Pre-Tax Income” means, as of any Testing Period, the income before income taxes for such period of the Issuer and its consolidated subsidiaries, determined in accordance with GAAP.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered a Note Purchase Agreement and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 14.5); provided, however, that any Purchaser of a Note that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 14.5 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Qualified Institutional Buyer” or “QIB” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Rating” means a rating of the Notes, which rating shall specifically describe the Notes, including their interest rate and maturity, issued by a NRSRO.

“Rating Event” shall occur if, as of any date of determination, the Rating of the Notes by any NRSRO is less than Investment Grade or the Notes do not have a Rating from any NRSRO.

SCHEDULE A

(to Note Purchase Agreement)

“Real Property” means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof; provided, that Real Property does not include Mortgage Loans.

“Record Date” is defined in Section 15.3.

“REO Assets” ” of a Person means Real Property owned by such Person and acquired as a result of the foreclosure or other enforcement of a lien on such Real Property securing a Mortgage Loan.

“Required Holders” means the holders of more than 50% in aggregate principal amount of the Notes then-outstanding (exclusive of Notes then owned by the Transaction Entities or any of their Affiliates) under all Note Purchase Agreements as of any date of determination.

“Residual Interest” has the meaning assigned to such term in the Collateral Agreement.

“Responsible Officer” means any Senior Financial Officer, the chief executive officer, president, vice president, and any other officer of the Transaction Entities with responsibility for the administration of the relevant portion of this Agreement.

“Retained Earnings”, as of the end of each fiscal quarter, means (x) the retained earnings of the Issuer and its consolidated subsidiaries as of such fiscal quarter end minus (y) retained earnings of the Issuer and its consolidated subsidiaries as of December 31, 2023, in each case determined in accordance with GAAP.

“SEC” means the Securities and Exchange Commission of the United States of America.

“SEC Filings” is defined in Section 6.3.

“securities” or “security” shall have the meaning specified in Section 2(a)(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Securitization Entity” has the meaning assigned to such term in the Collateral Agreement.

“Securitization Indebtedness” has the meaning assigned to such term in the Collateral Agreement.

“Senior Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or comptroller of the Transaction Entities.

“Sponsor” collectively, TrueArc Partners, Snow Phipps Group and each of their Affiliates but excluding any operating portfolio companies of any of the foregoing.

“Stockholders’ Equity” means, at any date, the amount determined on a consolidated basis, without duplication, in accordance with GAAP, of stockholders’ equity for the Issuer and its consolidated subsidiaries at such date.

SCHEDULE A

(to Note Purchase Agreement)

“subsidiary” of a Person means (a) a corporation, partnership, joint venture, limited liability company or other business entity of which (i) a majority of the shares, securities or other interests having ordinary voting power for the election of directors or other governing body (other than shares, securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, (ii) more than half of the issued share capital is at the time beneficially owned or (iii) the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person and (b) for so long as the Issuer or any subsidiary holds any Residual Interest therein, (i) each Securitization Entity and (ii) each Warehouse Facility Entity. Unless the context otherwise clearly requires, any reference to a “subsidiary” is a reference to a subsidiary of the Issuer.

“Taxes” has the meaning assigned to it in Section 16.1.

“Testing Period” means, for any date of determination under this Agreement, the latest four consecutive fiscal quarters of the Issuer for which financial statements have been delivered to the Paying Agent on or prior to the Closing Date and/or for which financial statements are required to be delivered pursuant to Section 8.1.

“Total Collateral Value” means, for any date of determination, the sum (without duplication) as of such date of the following, in each case determined in accordance with GAAP for the Issuer and its Subsidiaries: (a) the Collateral Value, (b) the excess, if any, of the value of the mortgage loans or other assets held by or pledged to providers of Warehouse Indebtedness pursuant to Warehouse Facilities over the principal amount of such Warehouse Indebtedness, (c) the excess, if any, of the value of mortgage loans, REO Assets and other assets held by each Securitization Issuer Entity over outstanding Indebtedness of such Securitization Issuer Entity, (d) the value of Retained Interests held by any Securitization Depositor Entity, and (e) receivables owed to the Issuer or its Subsidiaries by mortgage servicers.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Underlying Mortgage” means a mortgage, consolidated mortgage, deed of trust, deed to secure debt, security deed or other security device which is customary and serves the same function as a mortgage under the law and practice in the jurisdiction in which the premises subject to the mortgage are located.

“Underlying Mortgaged Property” means the real property encumbered by an Underlying Mortgage relating to a Mortgage Loan.

“Underlying Obligor” means, with respect to any Mortgage Loan, the Person who is the obligor, maker or mortgagor on such Mortgage Loan and not the guarantor of such Mortgage Loan.

“United States Person” has the meaning set forth in Section 7701(a)(30) of the Code.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

SCHEDULE A

(to Note Purchase Agreement)

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Warehouse Facility Entity” has the meaning assigned to such term in the Collateral Agreement.

“Warehouse Indebtedness” has the meaning assigned to such term in the Collateral Agreement.

“Wholly-Owned Subsidiary” means, at any time, any subsidiary all of the equity interests (except directors’ qualifying shares) and voting interests of which are owned by the Transaction Entities at such time.

SCHEDULE A

(to Note Purchase Agreement)

Schedule 1

[FORM OF NOTE]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO THE DEPOSITORY TRUST COMPANY, TO NOMINEES OF THE DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF AS GLOBAL NOTE DEPOSITARY OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE NOTE PURCHASE AGREEMENT REFERRED TO IN THIS NOTE.]¹

THE OFFERING AND SALE OF THIS NOTE (OR ITS PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS NOTE MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT AS SET FORTH IN THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:

(1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A “QIB”) [OR AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT]²;

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN EXCEPT (A) TO VELOCITY COMMERCIAL CAPITAL, LLC OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (C) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE SECURITIES ACT, (D) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY AND THE PAYING AGENT) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION;

SCHEDULE 1

(to Note Purchase Agreement)

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; AND

(4) ACKNOWLEDGES THAT THE COMPANY AND THE PAYING AGENT FOR THE NOTES WILL REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING.

SCHEDULE 1

(to Note Purchase Agreement)

VELOCITY COMMERCIAL CAPITAL, LLC

CUSIP No.:³

9.875% SENIOR SECURED NOTE DUE 2029

[Up to]⁴ $[____]

The undersigned, VELOCITY COMMERCIAL CAPITAL, LLC. (herein called the “Company”), a limited liability company organized and existing under the laws of the State of California, hereby promises to pay to [Cede & Co.][    ], or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto][of     DOLLARS] (or so much thereof as shall not have been prepaid) on February 15, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 9.875% per annum, as may be adjusted in accordance with Section 2.2 of the Note Purchase Agreement (as hereinafter defined), from [_________]⁵, payable semi-annually, on May 15 and November 15 in each year, or if such date is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”) commencing with the May 15, 2024 next succeeding the date hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance at a rate per annum from time to time equal to the Default Rate (as defined in the hereinafter defined Note Purchase Agreement). Interest payable on any Interest Payment Date shall be payable to the holder of any Note in whose name such Note is registered at the close of business on the fifteenth (15^th) calendar day immediately preceding the related payment date (each such date being referred to herein as a “Record Date”), except as provided in Section 15.2 of the Note Purchase Agreement with respect to defaulted interest.

Payments of principal of, interest on and any Make-Whole Amount, if any, with respect to this Note are to be made in lawful money of the United States of America at the corporate trust office of the Paying Agent or at such other place as the Issuer shall have designated by written notice to the holder of this Note as provided in the Note Purchase Agreement referred to below. The Company has initially appointed as UMB Bank, National Association, as Paying Agent.

This Note is one of a series of Senior Secured Notes (herein called the “Notes”) issued pursuant to the Note Purchase Agreements, dated February [•], 2024 (as from time to time amended, the “Note Purchase Agreement”), by and among the Transaction Entities, the Collateral Agent and the respective Purchasers named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 21 of the Note Purchase Agreement and (ii) made the representations set forth in Section 7 of the Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement. To the extent any provision of this Note conflicts with the express provisions of the Note Purchase Agreement, the provisions of the Note Purchase Agreement shall govern and be controlling.

SCHEDULE 1

(to Note Purchase Agreement)

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender of this Note for registration of transfer accompanied by a written instrument of transfer duly executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee. Prior to due presentment for registration of transfer, the Issuer may treat the Person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Issuer will not be affected by any notice to the contrary.

This Note is subject to prepayment or redemption at the option of the Issuer, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise. Each holder of this Note is entitled to the benefits of the Collateral Documents. In the event of a Change of Control, as defined in the Note Purchase Agreement, the Issuer is required to offer to repurchase the Notes on the terms and conditions set forth in the Note Purchase Agreement. This Note and the Note Purchase Agreement may be amended as provided in the Note Purchase Agreement.

If an Event of Default occurs and is continuing, the principal of this Note may be declared or otherwise become due and payable in the manner, at the price and with the effect provided in the Note Purchase Agreement. A copy of the form of Note Purchase Agreement will be publicly filed with the U.S. Securities and Exchange Commission by the Guarantor on or promptly following the Closing Date.

SCHEDULE 1

(to Note Purchase Agreement)

This Note, the Note Purchase Agreement and the guarantee contained therein shall be governed by and construed in accordance with the law of the State of New York.

SCHEDULE 1

(to Note Purchase Agreement)

PAYING AGENT’S CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the Note Purchase Agreements.

UMB Bank, National Association, as Paying Agent

SCHEDULE 1

(to Note Purchase Agreement)

[FORM OF NOTATION OF GUARANTEE]

For value received, the Guarantor has unconditionally guaranteed, to the extent set forth in the Note Purchase Agreement the due and punctual payment of principal, premium (if any), and interest (including any additional amounts required to be paid in accordance with the terms and conditions of the Notes) from time to time payable by the Issuer in respect of the Notes as and when the same shall become due, whether at stated maturity, upon redemption or repayment, by acceleration or otherwise, and accordingly undertakes to pay such holder, in the manner and the currency set forth in the terms and conditions of the Notes, any amount or amounts which the Issuer is at any time liable to pay in respect of such Notes and which the Issuer has failed to pay, including amounts that become due in advance of their stated maturity as a result of acceleration. The obligations of the Guarantor to the holders of Notes pursuant to the Guarantee are expressly set forth Section 24 of the Note Purchase Agreements and reference is hereby made to the Note Purchase Agreements for the precise terms of the Guarantee. Each holder of a Note, by accepting the same, agrees to and shall be bound by such provisions.

SCHEDULE 1

(to Note Purchase Agreement)

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

Date: _____________________

Signature Guarantee*: __________________________________

SCHEDULE 1

(to Note Purchase Agreement)

CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR

REGISTRATION OF TRANSFER RESTRICTED NOTES

This certificate relates to $_________ principal amount of the 9.875% Senior Secured Notes due 2029 (CUSIP: [_]) (the “Notes”) held in (check applicable space) ____ book-entry or _____ definitive form by the undersigned.

The undersigned (check one box below):

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the holding period referred to in Rule 144 under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

Unless one of the boxes is checked, the Paying Agent will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof; provided, however, that if box (4) or (5) is checked, the Paying Agent may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information as the Company or the Trustee has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

Signature Guarantee:

SCHEDULE 1

(to Note Purchase Agreement)

TO BE COMPLETED BY PURCHASER IF (4) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

SCHEDULE 1

(to Note Purchase Agreement)

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have all of this Note purchased by the Company pursuant to Section 9.8 of the Note Purchase Agreement, check the box below:

[ ]

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 9.8, state the amount you elect to have purchased:

$_______________

Date: _____________________

Signature Guarantee*: __________________________________

SCHEDULE 1

(to Note Purchase Agreement)

SCHEDULE OF INCREASES AND DECREASES IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $__________. The following increases and decreases in this Global Note, have been made:

SCHEDULE 1

(to Note Purchase Agreement)

Exhibit 10.2

Execution Version

SECURITY AGREEMENT

dated as of

February 5, 2024,

among

VELOCITY COMMERCIAL CAPITAL, LLC,

as the Issuer,

VELOCITY FINANCIAL, INC.,

as Parent

THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as Collateral Agent

TABLE OF CONTENTS

-i-

TABLE OF CONTENTS

(continued)

-ii-

This SECURITY AGREEMENT is entered into, as of February 5, 2024 (this “Agreement”), by and among VELOCITY FINANCIAL, INC., a Delaware corporation (“Parent”), VELOCITY COMMERCIAL CAPITAL, LLC, a California limited liability company (the “Issuer” and, together with Parent and each Subsidiary Party that, at the option of the Issuer, becomes a party hereto from time to time, collectively the “Grantors” and each, a “Grantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined herein).

WHEREAS, reference is hereby made to the respective Note Purchase Agreements, each dated as of February 5, 2024, by and among Parent, the Issuer, the Collateral Agent, as collateral agent, and each respective Purchaser party thereto (collectively, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Purchase Agreement”), pursuant to which the Issuer’s 9.875% Senior Secured Notes due 2029 (together with any Additional Notes, as defined in the Note Purchase Agreement, the “Notes”) were issued;

WHEREAS, in connection with the issuance of the Notes under the Note Purchase Agreement, each Grantor has agreed to secure such Grantor’s Secured Notes Obligations (as defined below) as set forth herein; and

WHEREAS, each Grantor acknowledges that it has directly and indirectly benefited, and will directly and indirectly benefit, from the transactions evidenced and contemplated by the Note Purchase Agreement and the other Collateral Documents.

ACCORDINGLY, in consideration of the agreement, provisions and covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Terms Defined in Note Purchase Agreement.

(a) Capitalized terms used in this Agreement (including the preliminary statement hereto) and not otherwise defined herein have the meanings specified in the Note Purchase Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein; the term “instrument” shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Section 22.4 of the Note Purchase Agreement also apply to this Agreement.

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Absolute Assignment” means, individually and collectively, each of those certain Absolute Assignments of Loan and Loan Documents and incorporated herein by reference (or such other form required under the applicable Law of the applicable jurisdiction where any Underlying Mortgaged Property is located), executed by the applicable Notes Party in favor of the Collateral Agent, together with, as applicable, any other assignment of loans, notes, and/or mortgages or other security instruments executed by the applicable Notes Party in favor of the Collateral Agent from time to time in relation to any Collateral, which assignments may be recorded in each jurisdiction where any Underlying Mortgaged Property is located (pursuant to the terms and provisions of this Agreement), and as the same may be modified, amended or restated from time to time.

“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

“Accounts” has the meaning specified in Article 9 of the New York UCC.

“Agreement” has the meaning assigned to such term in the preamble hereto.

“Article 9 Collateral” has the meaning assigned to such term in SECTION 3.01(a).

“Closing Date” shall have the meaning given to such term in the Note Purchase Agreement.

“Collateral” means the Article 9 Collateral and the Pledged Collateral.

“Collateral Account” means any collateral account established by the Collateral Agent as provided in Section 4.04.

“Collateral Agent” has the meaning assigned to such term in the preamble hereto.

“Collateral Requirement” means, at any time, the requirement that:

(a) the Collateral Agent shall have received each Collateral Document required to be delivered on the Closing Date pursuant to Section 5 of the Note Purchase Agreement, the terms of this Agreement or from time to time pursuant to Section 10.7 or Section 10.8 of the Note Purchase Agreement, subject to the limitations and exceptions of this Agreement, duly executed by each Notes Party party thereto;

(b) the Secured Notes Obligations shall have been secured by a legal, valid, perfected first-priority security interest, subject, as to priority, to any Permitted Liens, in (i) all the Equity Interests of the Issuer and (ii) all Equity Interests of each Subsidiary Party (other than any Warehouse Facility Entity and, insofar as they constitute Equity Interests, Residual Interests held by any Securitization Depositor Entity) and (iii) all Equity Interests of each Securitization Depositor Entity, in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(c) the Secured Notes Obligations shall have been secured by a legal, valid, perfected first-priority security interest, subject, as to priority, to any Permitted Liens, in the Residual Interests owned by each Grantor (other than the Equity Interests in any Warehouse Facility Entity);

(d) the Secured Notes Obligations shall have been secured by a perfected security interest in, and Mortgages on, substantially all now owned or, in the case of real property, fee owned or ground leased, or at any time hereafter acquired tangible and intangible assets of each Grantor (including Equity Interests, intercompany debt, accounts, inventory, equipment, investment property, contract rights, intellectual property in the United States of America, other general intangibles, Material Real Property and proceeds of the foregoing), in each case, subject to exceptions and limitations otherwise set forth in this Agreement and the Collateral Documents (to the extent appropriate in the applicable jurisdiction);

(e) Solely to the extent that a third party is holding the loans on behalf of the Issuer in a custodial capacity (a “Custodian”), with respect to each Mortgage Loan owned by any Grantor (and not subject to Permitted Warehouse Indebtedness), and the Underlying Mortgage(s) securing such Mortgage Loan, the Collateral Agent shall have received a counterpart, duly executed and delivered by such Grantor and the Custodian, of a Custodial Agreement and such Grantor shall have delivered to the Collateral Agent or, if then applicable, Custodian pursuant hereto or, if applicable to such Custodial Agreement, (i)(A) all original (x) Mortgage Notes and any other original promissory notes executed in conjunction with such Mortgage Loans, and (y) allonges executed by each applicable prior holder of such Mortgage Note (if not originated by such Grantor) and such Grantor, evidencing (I) the appropriate chain of title to such Grantor, and (II) the security interest granted by such Grantor in favor of the Collateral Agent and (B) all other items that the Collateral Agent must receive possession of to obtain a perfected security interest (via possession) in such Mortgage Loan, and (ii) an Absolute Assignment, executed by such Grantor and in the appropriate form for recording with the appropriate Governmental Authority; provided, however, that (A) no such Absolute Assignment shall be effective unless and until it is executed by or on behalf of the Collateral Agent and (B) when no Event of Default has occurred and is continuing, (x) such Absolute Assignment shall not be executed by or on behalf of the Collateral Agent or be sent for recording with any Governmental Authority and (y) the Collateral Agent shall not otherwise take any action to give effect to such Absolute Assignment;

(f) subject to limitations and exceptions of this Agreement and the Collateral Documents, to the extent a security interest in and Mortgages on any Material Real Property are required pursuant to clause (d) above or under Section 10.7 or Section 10.8 of the Note Purchase Agreement (each, a “Mortgaged Property”), the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to such Mortgaged Property duly executed and delivered by the record owner or ground lessee of such Material Real Property in form suitable for filing or recording in all filing or recording offices that are reasonably necessary or desirable in order to create a valid and subsisting perfected Lien (subject only to Liens described in clause (ii) below) on the applicable Material Real Property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties, and evidence that all filing and recording taxes and fees have been paid or otherwise provided for (it being understood that if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to 100% of the fair market value of the property at the time the Mortgage is entered into if such limitation results in such mortgage tax being calculated based upon such fair market value) and (ii) fully paid policies of title insurance (or marked-up title insurance commitments having the effect of policies of title insurance) on the Mortgaged Property naming the Collateral Agent as the insured for its benefit and that of the Secured Parties and their respective successors and assigns (the “Mortgage Policies”) issued by a nationally recognized title insurance company in form and substance and in an amount reasonably acceptable to the Required Holders (not to exceed 100% of the fair market value of the real properties covered thereby), insuring the Mortgages to be valid subsisting first priority Liens, subject, as to priority, to any Permitted Liens, on the property described therein, free and clear of all Liens other than Liens permitted to be on such Collateral pursuant to Section 11.2 of the Note Purchase Agreement and other Liens reasonably acceptable to the Collateral Agent as directed by the Required Holders in writing. Notwithstanding the foregoing, with respect to any ground leased Material Real Property, to the extent that any requirement of this clause (f) shall require the consent or other action of the ground lessor of such Material Real Property, then the applicable Grantor shall be deemed to have complied with such requirement of this clause (f) if the applicable Grantor has made commercially reasonable efforts to obtain the consent or other action, as required, of the ground lessor of such Material Real Property in order to fulfill such requirement;

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(g) within thirty (30) days of the Closing Date (or such longer period as the Required Holders may agree in writing in their discretion), the Collateral Agent shall have received insurance certificates from the Grantors’ insurance broker or other evidence reasonably satisfactory to the Required Holders that all insurance required to be maintained pursuant to Section 10.2 of the Note Purchase Agreement is in full force and effect and such certificates shall (i) name the Collateral Agent, on behalf of the Secured Parties, as an additional insured thereunder as it interests may appear and (ii) in the case of casualty insurance policy, contain a lenders loss payable clause or endorsement, reasonably satisfactory in form and substance to the Required Holders, that names the Collateral Agent, on behalf of the Noteholders, as the lenders loss payee thereunder;

(h) after the Closing Date, at the option of the Issuer in the Issuer’s reasonable discretion, each Subsidiary of Parent that is not then a Grantor (other than Excluded Subsidiaries) can be made a Grantor hereunder pursuant to a joinder agreement in accordance with Section 5.13 hereof; and

(i) the Collateral Agent shall have received (x) a counterpart, duly executed and delivered by the applicable Grantor and the applicable bank, securities intermediary or commodity intermediary, as the case may be, of each Existing Control Agreement with respect to (i) each deposit account maintained by any Grantor in the United States of America with any bank, (ii) each securities account maintained by any Grantor in the United States of America with any securities intermediary and (iii) each commodity account maintained by any Grantor in the United States of America with any commodity intermediary (in the case of each of clauses (i) through (iii), other than any such account constituting an Excluded Account) (provided that, in the case of any deposit account, securities account or commodity account maintained by a Grantor in the United States of America that satisfies any clauses (i) through (iii) after the Closing Date, this requirement shall be required to be satisfied with a customary Control Agreement within 45 days thereafter (or such longer period as the Required Holders may agree in writing in their discretion) and (y) to the extent any Trust Receipt Account is not subject to a Control Agreement, a copy of a customary Sweep Agreement with respect to such Trust Receipt Account, duly executed and delivered by the applicable Person and the applicable bank, securities intermediary or commodity intermediary, as the case may be) (provided that, in the case of any Trust Receipt Account that becomes the same after the Closing Date, this requirement shall be required to be satisfied within 45 days thereafter (or such longer period as the Required Holders may agree in writing in their discretion)).

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Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Note Document to the contrary:

(A) the foregoing definition shall not require, unless otherwise stated in this clause (A) or in the definition of “Excluded Assets”, the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to any Excluded Assets; provided that, notwithstanding anything to the contrary herein, this clause (A) shall not limit the creation or perfection of pledges of, security interests in, Mortgages on, or the obtaining of title insurance or taking other actions with respect to, and Excluded Assets shall not include, (1) any Proceeds of any assets referred to in clauses (i) through (xiv) of the definition of “Excluded Assets” (unless such Proceeds would independently constitute assets referred to in clauses (i) through (xiv) of the definition of “Excluded Assets”), (2) any Residual Interests owned by the Issuer (other than the Equity Interests in any Warehouse Facility Entity) and (3) any Equity Interest in any Securitization Depositor Entity or any proceeds thereof;

(B) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S., including any intellectual property registered in any non-U.S. jurisdiction, or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction);

(C) the Required Holders in their discretion may grant extensions of time for the creation or perfection of security interests in, and Mortgages on, or obtaining of title insurance or taking other actions with respect to, particular assets (including extensions beyond the Closing Date) or any other compliance with the requirements of this definition where it reasonably determines in writing, in consultation with the Issuer, that the creation or perfection of security interests and Mortgages on, or obtaining of title insurance or taking other actions, or any other compliance with the requirements of this definition cannot be accomplished without undue delay, burden or expense by the time or times at which it would otherwise be required by this Agreement or the Collateral Documents;

(D) The Collateral Agent shall have no duty or obligation to (i) act as Custodian or (ii) take possession of or hold any documents related to Mortgage Loans, as described in (e) of this definition; and

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(E) Liens required to be granted from time to time pursuant to the Collateral Requirement shall be subject to exceptions and limitations set forth in this Agreement and the Collateral Documents.

“Collateral Documents” has the meaning assigned to such term in the Note Purchase Agreement.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control Agreement” means, with respect to any deposit account, securities account or commodity account maintained by any Grantor, a control agreement in form and substance reasonably satisfactory to the Collateral Agent (or the Controlling Collateral Agent) and the Required Holders, duly executed and delivered by such Grantor and the bank, the securities intermediary or the commodity intermediary, as the case may be, with which such account is maintained.

“Controlling Collateral Agent” has the meaning assigned to such term in the Equal Priority Intercreditor Agreement.

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any third party under any Copyright now owned or hereafter acquired by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright (determined as if references to the Grantor in the definition of Copyright were references to the third party) now owned or hereafter acquired by any third party, and all rights of such Grantor under any such agreement.

“Copyright Short Form Security Agreement” means an agreement substantially in the form of Exhibit II hereto.

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work, whether registered or unregistered, arising under the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office or any similar office in any country), including those listed on Schedule IV.

“Credit Enhancement Agreements” means, collectively, any documents, instruments, guarantees or agreements entered into by the Issuer, any of its subsidiaries, or any Securitization Entity or Warehouse Facility Entity for the purpose of providing credit support (that is reasonable and customary for such Indebtedness under then-prevailing market terms for such Indebtedness) with respect to any Permitted Securitization Indebtedness or Permitted Warehouse Indebtedness.

“Custodian” shall have the meaning given to such term in clause (e) of the definition of “Collateral Requirement”.

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“Equity Interests” shall be given the meaning assigned to such term in the Note Purchase Agreement.

“Equity Priority Intercreditor Agreement” means that certain equal priority intercreditor agreement, dated as of February 5, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time), by and among the Issuer, the Parent, the other Grantors from time to time party thereto, the Collateral Agent, as the 2029 notes collateral agent, U.S. Bank Trust Company, National Association, as the 2027 notes collateral agent, and each additional agent from time to time party thereto.

“Excluded Account” means (a) any payroll account so long as such payroll account is a zero balance account, (b) deposit or securities accounts, amounts on deposit or value of the securities held in which, on an individual account basis, do not exceed $1,000,000 in the aggregate at any one time; provided that deposit accounts and securities accounts may only be treated as Excluded Accounts pursuant to this clause (b) so long as the amount on deposit or value of the securities held in all such accounts on an aggregate combined basis does not exceed $5,000,000 at any one time, (c) withholding tax and fiduciary accounts, (d) any collection account, reserve account or other similar account established and solely utilized in accordance with any Permitted Securitization Indebtedness or Permitted Warehouse Indebtedness, (e) all deposit accounts primarily used for payment of payroll, taxes or employee benefits and (f) mortgage servicing accounts maintained by the a Grantor as servicer or special servicer on behalf of a third-party, so long as such mortgage servicing accounts are used solely for servicing purposes.

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“Excluded Assets” shall mean (i) any fee owned real property (other than Material Real Properties) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters), (ii) (A) motor vehicles and other assets subject to certificates of title and (B) commercial tort claims where the amount of damages claimed by the applicable Grantor is less than $2,000,000 (it being understood that all such assets are still intended to constitute Collateral, even though perfection beyond a Uniform Commercial Code filing is not required hereunder), (iii) any particular asset if, to the extent and for so long as the pledge thereof or the security interest therein is prohibited by Law (including any requirement to obtain consent of any Governmental Authority) other than to the extent such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle or equity and except that proceeds and receivables thereof shall constitute Collateral, (iv) Equity Interests in any Person other than Parent, the Issuer and their wholly-owned subsidiaries (other than any Warehouse Facility Entity) that cannot be pledged without the consent of one or more third parties other than Parent, the Issuer or any of its or their wholly-owned subsidiaries (other than to the extent such restriction is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall constitute Collateral), (v) (A) any permitted contract, lease, instrument, license, state or local franchise, charter and authorization, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by such permitted contract, lease, instrument, license, state or local franchise, charter and authorization, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, and (B) any assets subject to purchase money liens or capital leases, if, to the extent and for so long as the pledges thereof and security interests therein are prohibited by contracts relating to such purchase money liens or capital leases, in each case, except to the extent that such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity, and other than proceeds and receivables thereof, the assignment of which is expressly deemed effective (or such prohibition is deemed ineffective) under the Uniform Commercial Code or other applicable Law or principle of equity, (vi) licenses, leases, other agreements to the extent that the Collateral Agent may not validly possess a security interest therein under applicable Laws or the pledge or creation of a security interest in which would require governmental consent, approval, license or authorization (except to the extent any such prohibition is expressly deemed ineffective under the Uniform Commercial Code or other applicable Law or principle of equity and except that proceeds and receivables thereof shall constitute Collateral), (vii) the creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to Parent, the Issuer or any of its wholly-owned subsidiaries, as determined in the reasonable judgment of the Issuer, (viii) letter of credit rights, except to the extent constituting a support obligation for other Collateral as to which perfection of the security interest in such other Collateral is accomplished solely by the filing of a Uniform Commercial Code financing statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a Uniform Commercial Code financing statement), (ix) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, 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, (x) any letter of credit rights to the extent a Grantor is required by applicable law to apply the proceeds of a drawing of the related letter of credit for a specific purpose, (xi) mortgage servicing accounts maintained by a Grantor as servicer or special servicer on behalf of a third-party, so long as such mortgage servicing accounts are used solely for servicing purposes, (xii) “Purchased Items” or “Purchased Assets” or any similar term for assets subject to repurchase under any Warehouse Facility Documentation for any Permitted Warehouse Indebtedness or assets subject to Permitted Liens described under clause (o) of such definition in the Note Purchase Agreement, (xiii) Equity Interests in Century Health & Housing Capital, LLC and (xiv) any particular assets if, as reasonably determined by the Issuer, the burden, cost or consequences of creating or perfecting such pledges or security interests in such assets or obtaining title insurance is excessive in relation to the benefits to be obtained therefrom by the Noteholders under the Note Documents.

“Excluded Subsidiaries” shall mean (i) any Subsidiary that is not a wholly owned (other than in respect of Equity Interests issued to directors, officers and employees of such Subsidiary) Subsidiary of the Issuer on the Closing Date or at the time it becomes a Subsidiary of the Issuer, (ii) any Subsidiary that is prohibited by applicable law or contractual obligations existing on the Closing Date (or, in the case of any newly acquired Subsidiary, in existence at the time of acquisition but not entered into in contemplation thereof) from guaranteeing the Notes or if guaranteeing the Notes would require governmental (including regulatory) consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (iii) any other Subsidiary with respect to which, in the reasonable judgment of the Issuer, the burden or cost or other consequences (including any material adverse tax consequences) of providing a guarantee shall be excessive in view of the benefits to be obtained by the Noteholders therefrom, (iv) any Securitization Entity and/or (v) any Warehouse Facility Entity.

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“Existing Control Agreement” shall mean (i) that certain Securities Account Control Agreement dated as of March 15, 2022 (as amended, restated, waived, supplemented and/or otherwise modified from time to time) among the Issuer, as the debtor, U.S. Bank Trust Company, National Association, as the secured party, and U.S. Bank National Association, as the securities intermediary and (ii) that certain Deposit Account and Sweep Investment Control Agreement dated as of March 15, 2022 (as amended, restated, waived, supplemented and/or otherwise modified from time to time) among the Issuer, the Parent, U.S. Bank Trust Company, National Association, as the secured party, and Wells Fargo Bank, National Association, as the bank.

“General Intangibles” has the meaning specified in Article 9 of the New York UCC and includes corporate or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, swap agreements and other agreements), goodwill, registrations, franchises, tax refund claims and any guarantee, claim, security interest or other security held by or granted to any Grantor, as the case may be, to secure payment by an Account Debtor of any of the Accounts.

“Grantor” has the meaning assigned to such term in the preamble hereto.

“Guarantee” shall have the meaning given to such term in the Note Purchase Agreement.

“Insurance” means (i) all insurance policies covering any or all of the Collateral (regardless of whether the Collateral Agent is the loss payee thereof) and (ii) key man life insurance policies, if any.

“Intellectual Property” means any and all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor and arising under the laws of the United States or any other country, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, show-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements, income, fees, royalties, damages, claims and payments now and hereafter due and/or payable with respect to any of the foregoing, rights to sue for past, present and future infringement, misappropriation or other violations of the foregoing, and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Collateral” means Collateral consisting of Intellectual Property.

“Intercompany Note” shall mean an intercompany a promissory note, dated as of March 15, 2022 (as amended and restated as of the date hereof), executed and delivered by the Grantors.

“Issuer” has the meaning assigned to such term in the preamble hereto.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.

“Material Real Property” means any fee owned or ground leased real property (including any REO Assets that are not pledged in connection with any Permitted Warehouse Indebtedness or any Permitted Securitization Indebtedness) owned by the Issuer or the Parent, as applicable, with a fair market value in excess of $5,000,000 (at the Closing Date or, with respect to real property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Issuer in good faith in accordance with GAAP).

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“Mortgage Loan” shall have the meaning given to such term in the Note Purchase Agreement.

“Mortgage Note” shall have the meaning given to such term in the Note Purchase Agreement.

“Mortgage Policies” has the meaning set forth in clause (f) of the definition of “Collateral Requirement.”

“Mortgaged Property” has the meaning set forth in clause (f) of the definition of “Collateral Requirement.”

“Mortgages” means collectively, the deeds of trust, trust deeds, hypothecs and mortgages made by the Note Parties in favor or for the benefit of the Collateral Agent on behalf of the Secured Parties creating and evidencing a Lien on a Mortgaged Property in form and substance reasonably satisfactory to the Required Holders with such terms and provisions as may be required by the applicable Laws of the relevant jurisdiction, and any other mortgages executed and delivered pursuant to Sections 10.7 and Section 10.8 of the Note Purchase Agreement, in each case, as the same may from time to time be amended, restated, supplemented, or otherwise modified.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the state of New York.

“Notes” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Note Documents” shall mean the Notes, the Note Purchase Agreement and the Collateral Documents.

“Note Purchase Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar case or proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed or allowable claim under applicable state, federal or foreign law), premium, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, premium, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Parent” has the meaning assigned to such term in the preamble hereto.

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“Patent License” means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now owned or hereafter acquired by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent (determined as if references to the Grantor in the definition of Patent were references to the third party), now owned or hereafter acquired by any third party, is in existence, and all rights of any Grantor under any such agreement.

“Patent Short Form Security Agreement” means an agreement substantially in the form of Exhibit IV hereto.

“Patents” means all of the following now owned or hereafter acquired by any Grantor: (a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor or any similar office in any other country), including those listed on Schedule IV, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.

“Paying Agent” shall mean the Paying Agent as defined in the Note Purchase Agreement, initially UMB Bank, National Association.

“Perfection Certificate” shall mean the Perfection Certificate, dated as of the date hereof, executed and delivered to the Collateral Agent by the Grantors.

“Permitted Liens” means, with respect to any Collateral, (i) any nonconsensual Lien that is permitted pursuant to Section 11.2 of the Note Purchase Agreement and has priority as a matter of law and (ii) Liens that are expressly permitted to be on such Collateral and to rank, in right of priority, pari passu with or senior to the Liens on such Collateral securing the Secured Notes Obligations, in each case, pursuant to Section 11.2 of the Note Purchase Agreement.

“Permitted Securitization Indebtedness” means Securitization Indebtedness; provided that (a) in connection with any Securitization, any Warehouse Indebtedness used to finance the purchase, origination or pooling of any Securitization Assets subject to such Securitization is repaid in full in connection with such Securitization solely from the net proceeds received by the Issuer and its subsidiaries from the applicable Securitization Issuer Entity, (b) such Securitization Indebtedness shall not constitute an obligation (including any obligation pursuant to a guarantee) of Parent, the Issuer or any of its subsidiaries (other than the applicable Securitization Issuer Entity), (c) such Securitization Indebtedness shall not be secured by any lien on any asset other than the Securitization Assets owned the applicable Securitization Issuer Entity that are subject to such Securitization, (d) any residual interest in the applicable Securitization Issuer Entity shall be held directly by the Issuer or any Subsidiary Party or is subject to a repurchase or similar transaction permitted under the Note Documents, to the extent retained, at the time of the issuance thereof, solely to address bankruptcy remoteness requirements, a Securitization Depositor Entity and (e) in the case of Residual Interests held by the Issuer or a Subsidiary Party, the Secured Note Obligations of such Person shall have been secured by a legal, valid, perfected first-priority security interest therein, subject, as to priority, to any Permitted Liens.

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“Permitted Warehouse Indebtedness” means Warehouse Indebtedness; provided that (a) the aggregate weighted average purchase price, advance rate or similar term under such Warehouse Indebtedness, as measured on an aggregate basis across all outstanding Permitted Warehouse Indebtedness, shall not exceed 95% of the lesser of (i) unpaid principal balance of the mortgage loans, mortgage related securities or other mortgage-related receivables, (ii) acquisition price or (iii) fair market value of the mortgage loans, mortgage related securities, other mortgage-related receivables or “REO” assets, as applicable, under the Warehouse Facility Documentation under the applicable Warehouse Facilities, (b) such Warehouse Indebtedness shall not constitute an obligation (including any obligation pursuant to a guarantee (other than any guarantee of Parent that is reasonable and customary and consistent with past practices of the Issuer and its subsidiaries), but excluding any obligation pursuant to a Credit Enhancement Agreement) of Parent, the Issuer or any of its subsidiaries (other than the entity that is the seller or the Issuer, as applicable, under the Warehouse Facility documentation under the applicable Warehouse Facilities), (c) such Warehouse Indebtedness shall not be secured by any lien on any asset other than (i)(A) the mortgage loans, mortgage related securities, other mortgage-related receivables or “REO” assets, as applicable, acquired or originated with the proceeds of, or financed or refinanced (including through repurchase or similar arrangements) in order to further acquire or originate assets with respect to, such Warehouse Indebtedness and (B) any intangible contract rights and proceeds of, and other, related documents, records and assets directly related to the assets set forth in the preceding clause (i)(A) of this clause (c) and (ii) the equity interests of any Warehouse Facility Entity and (d) any residual interest in any Warehouse Facility Entity shall be held directly by the Issuer or a subsidiary; provided, further that solely as of the date of the incurrence of such Warehouse Indebtedness, the amount of any excess (determined as of the most recent date for which internal financial statements are available) of (x) the amount of any such Warehouse Indebtedness for which the holder thereof has contractual recourse to Parent, the Issuer or any of its subsidiaries (other than any Warehouse Facility Entity) to satisfy claims with respect to such Warehouse Indebtedness (excluding recourse for matters such as fraud, misappropriation, breaches of representations and warranties and misapplication) over (y) the aggregate (without duplication of amounts) realizable value of the assets that secure such Warehouse Indebtedness shall not be Permitted Warehouse Indebtedness. The amount of any particular Permitted Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP. Indebtedness under each of the Warehouse Facilities in effect on the Closing Date is Permitted Warehouse Indebtedness.

“Pledged Collateral” has the meaning assigned to such term in Section 2.01.

“Pledged Debt” has the meaning assigned to such term in Section 2.01.

“Pledged Equity” has the meaning assigned to such term in Section 2.01.

“Pledged Residual Interests” has the meaning assigned to such term in Section 2.01.

“Pledged Securities” means any promissory notes, stock certificates, unit certificates, limited or unlimited liability company certificates, trust certificates, pass-through certificates, asset-backed notes or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral.

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“Receivable” means any right to payment for goods or other property sold, leased, licensed or otherwise disposed of or for services rendered, whether or not such right is evidenced by an Instrument or Chattel Paper or classified as a Payment Intangible and whether or not it has been earned by performance (including, without limitation, any Account).

“REO Asset” shall have the meaning given to such term in the Note Purchase Agreement.

“Required Holders” shall have the meaning assigned to such term in the Note Purchase Agreement.

“Residual Interests” means any residual or retained ownership interest (which may constitute Equity Interests, Indebtedness or any other interests) held by or acquired by the Issuer or a subsidiary in any Securitization Entity or any Warehouse Facility Entity, regardless of whether required to appear on the face of the consolidated financial statements in accordance with GAAP. For the avoidance of doubt, (a) all of the ownership interests in any Securitization Issuer Entity (including (i) pass-through certificates representing undivided beneficial ownership interests in the assets of any Securitization Issuer Entity and (ii) asset-backed notes issued by any Securitization Issuer Entity backed by the assets of such Securitization Issuer Entity) held by or acquired by the Issuer or a subsidiary, (b) all of the Equity Interests in any Securitization Depositor Entity held by or acquired by the Issuer or a Subsidiary and (c) all of the Equity Interests in any Warehouse Facility Entity held by or acquired by the Issuer or a Subsidiary, in each case, shall constitute Residual Interests.

“Satisfaction” has the meaning assigned to such term in the Note Purchase Agreement.

“Secured Notes Obligations” means Obligations in respect of the Notes, the Note Purchase Agreement (including the Guarantee), and the Collateral Documents relating to the Notes.

“Secured Parties” means the Collateral Agent and the Noteholders.

“Securitization” means a public or private transfer, sale or financing of mortgage loans (collectively, “Securitization Assets”) by which the Issuer or any of its subsidiaries directly or indirectly securitizes a pool of specified Securitization Assets including, without limitation, any such transaction involving the sale of specified mortgage loans to a Securitization Entity.

“Securitization Assets” has the meaning specified in the definition of “Securitization.”

“Securitization Depositor Entity” means any special purpose subsidiary established exclusively for the purpose of selling, depositing or contributing Securitization Assets into a Securitization Issuer Entity and/or holding securities in any Securitization Issuer Entity; provided that (a) such entity is a direct, wholly owned subsidiary of the Issuer or a wholly owned Subsidiary Party, (b) the obligations of such entity are secured by a legal, valid, perfected first-priority security interest in all of the equity interests of such entity, subject, as to priority, to any Permitted Liens, (c) such entity does not own any residual interests, except for those retained, at the time of the issuance thereof, solely to address bona fide bankruptcy remoteness requirements, (d) the organization documents of such person are not less restrictive on the activities of such entity than, or otherwise more adverse to the holders than, the organization documents of VCC Mortgage Securities (as in effect on the Closing Date) and (e) such entity is in compliance in all respects with the provisions of the Note Purchase Agreement regarding securitizations.

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“Securitization Entity” means (a) any Securitization Issuer Entity and (b) any Securitization Depositor Entity; provided that, to the extent that any Securitization Entity engages in any business or business activity for which such Securitization Entity was not exclusively established or formed, such Securitization Entity shall not constitute a Securitization Entity. As of the Closing Date, VCC Mortgage Securities, LLC and the Issuer’s existing consolidated securitization trusts shall be deemed to satisfy the requirements of the foregoing definition.

“Securitization Indebtedness” means indebtedness of the Issuer or any of its subsidiaries incurred pursuant to on-balance sheet Securitizations treated as financings.

“Securitization Issuer Entity” means any entity established exclusively for the purpose of issuing asset-backed or mortgaged-backed or mortgage pass-through securities of any kind (including collateralized mortgage obligations and net interest margin securities).

“Security Agreement Supplement” means an agreement substantially in the form of Exhibit I hereto.

“Security Interest” has the meaning assigned to such term in Section 3.01(a).

“Subsidiary” shall have the meaning given to such term in the Note Purchase Agreement.

“Subsidiary Parties” each Subsidiary of the Issuer that, at the option of the Issuer, becomes a party to this Agreement, as a Subsidiary Party after the Closing Date.

“Sweep Agreement” means, with respect to any Trust Receipt Account, a “sweep” agreement in customary form, duly executed and delivered by the applicable Person and the bank, the securities intermediary or the commodity intermediary, as the case may be, with which such Trust Receipt Account is maintained, pursuant to which such depository, securities intermediary or commodity intermediary will agree to sweep automatically amounts deposited therein on a daily basis to a deposit account subject to a Control Agreement.

“Termination Date” shall mean the date of Satisfaction.

“Trademark License” means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now owned or hereafter acquired by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark (determined as if references to the Grantor in the definition of Trademark were references to the third party) now owned or hereafter acquired by any third party, and all rights of any Grantor under any such agreement.

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“Trademark Short Form Security Agreement” means an agreement substantially in the form of Exhibit III hereto.

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor arising under the laws of the United States: (a) all trademarks, service marks, trade names, domain names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general indicators of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States, and all extensions or renewals thereof, including those listed on Schedule IV, and (b) all goodwill associated therewith or symbolized thereby.

“Trust Receipt Account” means each deposit, securities, commodity or similar account maintained by any Person in which trust proceeds are deposited in connection with any Permitted Securitization Indebtedness (including, without limitation, the deposit account of the Issuer at Wells Fargo Bank, National Association with the account number ending in 2976).

“Underlying Mortgage” shall have the meaning given to such term in the Note Purchase Agreement.

“Underlying Mortgaged Property” shall have the meaning given to such term in the Note Purchase Agreement.

“Underlying Obligor” shall have the meaning given to such term in the Note Purchase Agreement.

“Warehouse Facility” means any financing arrangement of any kind, including, but not limited to, financing arrangements in the form of repurchase facilities, loan agreements, note issuance facilities and commercial paper facilities (excluding in all cases, Securitizations), with a financial institution or other lender or purchaser exclusively to (a) finance or refinance the purchase, origination or funding by the Issuer or any of its subsidiaries of, provide funding to the Issuer or any of its subsidiaries through the transfer of, loans, mortgage related securities and other mortgage-related receivables purchased or originated by the Issuer or any of its subsidiaries in the ordinary course of business or (b) finance or refinance the carrying of “REO” assets related to loans and other mortgage-related receivables purchased or originated by the Issuer or any of its subsidiaries, provided that such purchase, origination, pooling, funding, refinancing and carrying is in the ordinary course of business.

“Warehouse Facility Documentation” means the documentation governing the terms of any Warehouse Facility Entity or any Warehouse Indebtedness.

“Warehouse Facility Entity” means VCC Capital Source Financing, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Issuer, Velocity ABF, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Issuer, VCC ND, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Issuer, or any other direct, wholly owned subsidiary of the Issuer that may enter into a Warehouse Facility from time to time; provided that (a) such entity shall not engage in any business or activity other than the ownership, operation and maintenance of Mortgage Loans acquired by such entity, and activities incidental thereto, (b) such entity shall not own any material assets other than Mortgage Loans acquired by such entity, and such incidental personal property as may be necessary for the operation of the Mortgage Loans, (c) such entity shall not incur any Indebtedness except pursuant to the Warehouse Facility Documentation to which such entity is a party and (d) 100% of the Equity Interests in such entity shall be held directly by the Issuer.

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“Warehouse Indebtedness” means indebtedness in connection with a Warehouse Facility; the amount of any particular Warehouse Indebtedness as of any date of determination shall be calculated in accordance with GAAP.

ARTICLE II

Pledge of Securities

SECTION 2.01. Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a legal, valid and enforceable continuing security interest in, all of such Grantor’s right, title and interest in, to and under, whether now owned or hereafter acquired or arising: all Equity Interests held by it and listed opposite the name of such Grantor on Schedule II, all other Equity Interests held by or obtained in the future by such Grantor and the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets;

(ii) (A) the debt securities, promissory notes and other instruments evidencing Indebtedness owned by it and listed opposite the name of such Grantor on Schedule II and (B) all debt securities, promissory notes (including Intercompany Notes) and all other instruments evidencing Indebtedness held by or obtained in the future by such Grantor (the debt securities, promissory notes and instruments referred to in clauses (A) and (B) of this clause (ii) are collectively referred to as the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets;

(iii) all Residual Interests held by it and listed opposite the name of such Grantor on Schedule II, all other Residual Interests held by or obtained in the future by such Grantor and the certificates or instruments, if any, representing all such Residual Interests (the “Pledged Residual Interests”); provided that the Pledged Residual Interests shall not include Excluded Assets;

(iv) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Agreement;

(v) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities or other property referred to in clauses (i), (ii), (iii) and (iv) above;

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(vi) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii), (iii), (iv) and (v) above; and

(vii) all Proceeds of any of the foregoing

(the items referred to in clauses (i) through (vii) above being collectively referred to as the “Pledged Collateral”).

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

SECTION 2.02. Delivery of the Pledged Collateral.

(a) Each Grantor agrees promptly (but in any event within 5 days after receipt by such Grantor (or such longer period as the Collateral Agent may agree at the written direction of the Required Holders)) to deliver or cause to be delivered to the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities (other than any uncertificated securities, but only for so long as such securities remain uncertificated) to the extent such Pledged Securities, in the case of promissory notes or other instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 2.02.

(b) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by undated stock or note powers duly executed in blank or other undated instruments of transfer reasonably necessary and by such other undated instruments and documents as are customary or as the Collateral Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as reasonably necessary. Each delivery of Pledged Securities after the date hereof shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule II and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so delivered.

SECTION 2.03. Representations, Warranties and Covenants. Each Grantor represents, warrants and covenants to and with the Collateral Agent, for the benefit of the Secured Parties, that: Schedule II correctly sets forth, as of the Closing Date and as of each date on which a supplement to Schedule II is delivered to the Collateral Agent, (i) the percentage of the issued and outstanding units or shares (as applicable) of each class of the Equity Interests of the issuer thereof represented by the Pledged Equity and includes all Equity Interests, Residual Interests, debt securities, promissory notes and instruments required to be pledged hereunder in order to satisfy the Collateral Requirement and (ii) under the headings “Securities Accounts” and “Deposit Accounts” respectively, all of the Securities Accounts and Deposit Accounts in which each Grantor has an interest (and that are not Excluded Assets);

(b) each of the Grantors has good and valid rights in and title to the Pledged Collateral with respect to which it has purported to grant a security interest in such Pledged Collateral pursuant hereto and has full power and authority to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without consent or approval of any other Person other than consent or approval that has been obtained;

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(c) the Pledged Equity, Pledged Debt (with respect to Pledged Debt issued by a Person other than Parent, the Issuer or a Subsidiary of Parent, solely to the best of the Issuer’s knowledge) and Pledged Residual Interests have been duly and validly authorized and issued by the issuers thereof and (i) the case of Pledged Equity (other than Pledged Equity consisting of limited liability company interests or partnership interests, which cannot be fully paid or nonassessable), are fully paid and nonassessable, (ii) in the case of Pledged Debt (with respect to Pledged Debt issued by a Person other than the Parent, the Issuer or a Subsidiary of the Issuer, solely to the best of the Issuer’s knowledge), are legal, valid and binding obligations of the issuers thereof and (iii) in the case of Pledged Residual Interests, are (A) legal, valid and binding obligations of the issuers thereof or (B) (other than Pledged Residual Interests consisting of trust certificates, limited liability company interests or partnership interests, which cannot be fully paid or nonassessable), are fully paid and nonassessable, as the case may be;

(d) except for the security interests granted hereunder, each of the Grantors (i) is and, subject to any transfers made in compliance with the Note Purchase Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Securities, including, without limitation, those Pledged Securities indicated on Schedule II, as owned by such Grantors, (ii) holds the same free and clear of all Liens, other than (A) Liens created by the Collateral Documents and (B) Liens expressly permitted pursuant to Section 11.2 of the Note Purchase Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than (A) Liens created by the Collateral Documents and (B) Liens that are expressly permitted to be on the Pledged Collateral pursuant to Section 11.2 of the Note Purchase Agreement, and (iv) will defend its title or interest thereto or therein against all Persons and the security interest hereunder against any and all Liens (other than the Liens permitted pursuant to this Section 2.03(d)), however arising, of all Persons whomsoever;

(e) except for restrictions and limitations imposed by the Note Documents, securities laws generally, or with respect to limited liability companies (other than with respect to the Equity Interests of VCC Mortgage Securities), limited liability company laws, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect in any manner adverse to the Secured Parties the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder;

(f) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done or contemplated;

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(g) no consent or approval of any Governmental Authority, any securities exchange or any other Person is or will be necessary for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect);

(h) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent, for the benefit of the Secured Parties, will obtain a legal, valid, perfected first-priority (subject to any Permitted Liens) lien upon and security interest in such Pledged Securities as security for the payment and performance of the Secured Notes Obligations; and

(i) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth herein.

Subject to the terms of this Agreement and to the extent permitted by applicable law, each Grantor hereby agrees that upon the occurrence and during the continuance of an Event of Default, it will comply with instructions of the Collateral Agent (as directed by the Required Holders) with respect to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are not certificated without further consent by the applicable owner or holder of such Equity Interests.

Notwithstanding anything to the contrary in this Agreement, to the extent any provision of this Agreement or the Note Purchase Agreement excludes any assets from the scope of the Pledged Collateral, or from any requirement to take any action to perfect any security interest in favor of the Collateral Agent in the Pledged Collateral, the representations, warranties and covenants made by any relevant Grantor in this Agreement with respect to the creation, perfection or priority (as applicable) of the security interest granted in favor of the Collateral Agent (including, without limitation, this Section 2.03) shall be deemed not to apply to such excluded assets to the extent of such exclusion.

SECTION 2.04. Certification of Limited Liability Company and Limited Partnership Interests. Any equity interest in any limited liability company or limited partnership controlled now or in the future by any Grantor and required to be pledged under Section 2.01 shall either (a) be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC, and shall be delivered to the Collateral Agent or (b) not have been elected to be treated as a “security” within the meaning of Article 8 of the New York UCC and shall not be represented by a certificate; provided that, without the prior written consent of the Required Holders, no equity interest in any limited liability company or limited partnership that is a Securitization Depositor Entity shall elect to be treated as a “security” within the meaning of Article 8 of the New York UCC. To the extent an interest in any limited liability company or limited partnership controlled by any Grantor and pledged under Section 2.01 is certificated or becomes certificated, (i) each such certificate shall be delivered to the Collateral Agent pursuant to Section 2.02(a) and (ii) such Grantor shall fulfill all other requirements under Section 2.02 applicable in respect thereof. Such Grantor hereby agrees that if any of the Pledged Collateral are at any time not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law, if necessary or desirable to perfect a security interest in such Pledged Collateral, upon the reasonable request of the Collateral Agent or the Required Holders, cause such pledge to be recorded on the equity holder register or the books of the issuer and execute any customary pledge forms or other documents necessary or appropriate to complete the pledge and give the Collateral Agent, for the benefit of the Secured Parties, the right to transfer such Pledged Collateral under the terms hereof.

SECTION 2.05. Registration in Nominee Name; Denominations. If an Event of Default shall occur and be continuing, (a) the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent, and each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Grantor and (b) the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.

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SECTION 2.06. Voting Rights; Dividends and Interest.

(a) Unless and until an Event of Default shall have occurred and be continuing:

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Securities or any part thereof for any purpose consistent with the terms of this Agreement, the Note Purchase Agreement and the other Note Documents; provided that such rights and powers shall not be exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Note Purchase Agreement or any other Note Document or the ability of the Secured Parties to exercise the same.

(ii) At the Grantors’ sole cost and expense, the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as each grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above.

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Securities to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Note Purchase Agreement, the other Note Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity, Pledged Debt or Pledged Residual Interests, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent and the Secured Parties and shall be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or instrument of assignment reasonably requested by the Collateral Agent).

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(b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 2.06 shall be held in trust for the benefit of the Collateral Agent, for the benefit of the Secured Parties, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.02.

(c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this Section 2.06 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers (as directed by the Required Holders). After all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a)(i) of this Section 2.06.

(d) Each Grantor hereby consents, in its capacity as shareholder, member, manager or partner of any Person in which such Grantor holds an Equity Interest, to (i) the pledge of any Equity Interests in any such Person under Section 2.01 and (ii) the transfer of any Equity Interests in any such Person, in each case resulting from the Collateral Agent’s exercise of rights and remedies pursuant to Section 4.01.

ARTICLE III

Security Interests in Personal Property

SECTION 3.01. Security Interest.

(a) As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in, to or under any and all of the following assets and properties, wherever located, and whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the “Article 9 Collateral”):

(i) all Accounts, including Receivables;

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(ii) all Chattel Paper;

(iii) all Commercial Tort Claims described on Schedule III hereto, as such Schedule may be supplemented from time to time pursuant to Section 3.04(d);

(iv) all Deposit Accounts, Securities Accounts and Commodity Accounts;

(v) all Letter of Credit Rights;

(vi) all Documents;

(vii) all Equipment;

(viii) all General Intangibles;

(ix) all Instruments;

(x) all Insurance;

(xi) all Inventory and other Goods;

(xii) all Fixtures;

(xiii) all Investment Property;

(xiv) all Intellectual Property;

(xv) all Money;

(xvi) all Residual Interests;

(xvii) all Mortgage Loans;

(xviii) all Collateral Accounts;

(xix) all books and records pertaining to the Article 9 Collateral;

(xx) all cash, Cash Equivalents and Money (a) held in, or expressly required to be deposited into, any Collateral Account or (b) received by the Collateral Agent, any Noteholder or any other Secured Party as a result of the exercise of remedies in accordance with the Note Documents in respect of the Pledged Securities; and

(xxi) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all supporting obligations, collateral security and guarantees given by any Person with respect to any of the foregoing, and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, and any and all Proceeds of any insurance, indemnity or warranty payable to any Grantor from time to time with respect to any of the foregoing;

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provided that, notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security interest in any Excluded Assets.

(b) Each Grantor hereby irrevocably authorizes (but does not obligate) the Collateral Agent, for the benefit of the Secured Parties, at any time and from time to time to file (x) in any relevant jurisdiction any initial financing statements (including fixture filings) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as all assets of such Grantor, or words of similar effect or being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code or the analogous legislation of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates, and (y) solely with respect to Intellectual Property Collateral, with the United States Patent and Trademark Office or United States Copyright Office (or any successor office) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. Each Grantor agrees to provide such information to the Collateral Agent promptly upon reasonable request.

(c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.

(d) The pledge and perfection of the Pledged Collateral and the Security Interest is subject to the provisions of the definition of Collateral Requirement.

SECTION 3.02. Representations and Warranties. Each Grantor represents and warrants to the Collateral Agent and the other Secured Parties that:

(a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other Person other than any consent or approval that has been obtained.

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(b) The Perfection Certificate has been duly prepared, completed and executed and the information set forth therein, including the exact legal name and jurisdiction of organization of each Grantor, is correct and complete in all material respects as of the Closing Date and as of each date on which a supplement to the Perfection Certificate is delivered to the Collateral Agent (except that the information therein with respect to the exact legal name and jurisdiction of organization of each Grantor shall be true and correct in all respects). The UCC financing statements (including fixture filings, as applicable) or other appropriate filings, recordings or registrations prepared by the Issuer in the Perfection Certificate for filing in the applicable filing offices in the jurisdictions specified in Schedule 1(a) of the Perfection Certificate (or specified by notice from the Issuer to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 10.7 of the Note Purchase Agreement), are all the filings, recordings and registrations that are necessary to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may be perfected by filing, recording or registration in the United States (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.

(c) The Security Interest constitutes (i) a legal, valid and enforceable continuing security interest in all the Article 9 Collateral securing the payment and performance of the Secured Notes Obligations and (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial Code in the relevant jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Article 9 Collateral, other than any Permitted Liens.

(d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for Liens expressly permitted pursuant to Section 11.02 of the Note Purchase Agreement. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the New York UCC or any other applicable laws covering any Article 9 Collateral or (ii) any assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental, municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Liens expressly permitted pursuant to Section 11.02 of the Note Purchase Agreement.

(e) All Commercial Tort Claims with an amount in excess of $2,000,000, either individually or in the aggregate, of each Grantor in existence on the date of this Agreement (or on the date upon which such Grantor becomes a party to this Agreement) are described on Schedule III hereto.

(f) With respect to Intellectual Property Collateral, a Copyright Short Form Security Agreement, a Trademark Short Form Security Agreement and a Patent Short Form Security Agreement shall be executed and filed by the Issuer for recordation with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one-month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205. Notwithstanding anything herein, the Grantors shall not be required to execute any documents (other than this Agreement and any supplements hereto) or take any action to perfect any security interest in respect of non-U.S. Intellectual Property.

(g) On the date hereof, no Grantor is a beneficiary or assignee under any letter of credit with a value in excess of $1,000,000 other than the letters of credit described on Schedule V hereto, which Schedule shall be promptly updated by the applicable Grantor from time to time to reflect any additional Letter of Credit Rights in excess of $1,000,000 obtained since such schedule was last delivered. Each Grantor has instructed all issuers and nominated persons under letters of credit in which the Grantor is the beneficiary or assignee to make all payments thereunder to the Collateral Account.

(h) None of the Grantors has Receivables with respect to which the obligor is a Governmental Authority.

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SECTION 3.03. Covenants. Subject to any limitations in the Note Purchase Agreement and the definition of Collateral Requirement:

(a) The Issuer agrees promptly to notify the Collateral Agent in writing of any change (i) in legal name of any Grantor, (ii) in the identity or type of organization or corporate structure of any Grantor, or (iii) in the jurisdiction of organization of any Grantor, in each case, at least 10 days prior to such change with respect to the Issuer and within at least 10 days of such change with respect to any other Grantor (or such longer period as the Collateral Agent may agree at the direction of the Required Holders).

(b) Each Grantor shall, at its own expense, take any and all commercially reasonable actions necessary or appropriate to defend title to the Article 9 Collateral against all Persons and to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the priority thereof against any Lien (other than any Lien that is expressly permitted to be on the Article 9 Collateral and to rank, in right of priority, pari passu with or senior to the Security Interest, in each case, pursuant to Section 11.2 of the Note Purchase Agreement).

(c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as are reasonably necessary or as the Collateral Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing and recording of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith; and any amount payable under or in connection with any of the Article 9 Collateral that is in excess of $1,000,000 shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly (but in any event within 10 days after receipt by such Grantor or such longer period as the Collateral Agent may agree as directed by the Required Holders) pledged and delivered to the Collateral Agent, for the benefit of the Secured Parties, duly endorsed in a manner reasonably necessary.

(d) At its option and with the consent of the Required Holders, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Article 9 Collateral and not permitted pursuant to Section 11.2 of the Note Purchase Agreement, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Note Purchase Agreement or this Agreement and within a reasonable period of time after the Collateral Agent has requested that it do so, and each Grantor jointly and severally agrees to reimburse the Collateral Agent within 10 days after demand for any payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization. Nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any other Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein, in the other Note Documents.

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(e) If at any time any Grantor shall take a security interest in any property of an Account Debtor or any other Person, the value of which is in excess of $1,000,000, to secure payment and performance of an Account, such Grantor shall promptly (after receipt by such Grantor or such longer period as the Collateral Agent may agree at the direction of the Required Holders) assign such security interest to the Collateral Agent for the benefit of the Secured Parties. Such assignment need not be filed of public record unless necessary to continue the perfected status of the security interest against creditors of and transferees from the Account Debtor or other Person granting the security interest.

(f) Each Grantor (rather than the Collateral Agent or any other Secured Party) shall remain liable (as between itself and any relevant counterparty) to observe and perform all the conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the other Secured Parties from and against any and all liability for such performance.

SECTION 3.04. Other Actions. Subject to any limitations in the Note Purchase Agreement and the definition of Collateral Requirement, in order to further insure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral:

(a) Instruments and Tangible Chattel Paper. If any Grantor shall at any time hold or acquire any Instruments constituting Collateral (other than any Instruments that are covered by clause (e) of the definition of “Collateral Requirement”, which Instruments shall be subject to the requirements specified in clause (e) of the definition of “Collateral Requirement”) and (x) evidencing an amount in excess of $1,000,000 or (y) evidencing intercompany indebtedness among Parent, the Issuer and its Restricted Subsidiaries, or any Tangible Chattel Paper constituting Collateral, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as are reasonably necessary or as the Collateral Agent may from time to time reasonably request.

(b) Electronic Chattel Paper. If any amount payable under or in connection with any Collateral owned and possessed by such Grantor shall be or become evidenced by electronic chattel paper (with an individual or aggregate value in excess of the amounts set forth below), such Grantor shall promptly notify the Collateral Agent thereof, and following the written request of the Collateral Agent (acting at the direction of the Required Holders), such Grantor shall promptly take all steps reasonably requested by the Collateral Agent to grant the Collateral Agent (for the benefit of the Secured Parties) control of all such electronic chattel paper for the purposes of Section 9-105 of the New York UCC (or any similar section under any equivalent Uniform Commercial Code) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act; provided, however, the Grantors shall not be required to take any of the foregoing actions with respect to electronic chattel paper having a fair market value less than or equal to $1,000,000.

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(c) Deposit Accounts. For each Deposit Account (other than any Excluded Account) that any Grantor at any time opens or maintains, such Grantor shall, either (i) cause the depositary bank to agree to comply with instructions from the Collateral Agent (or the Controlling Collateral Agent) to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Grantor or any other Person, pursuant to an agreement on reasonable and customary terms, or (ii) arrange for the Collateral Agent (or the Controlling Collateral Agent) to become the customer of the depositary bank with respect to such Deposit Account, with the Grantor being permitted, only with the consent of the Collateral Agent (or the Controlling Collateral Agent), to exercise rights to withdraw funds from such deposit account. The Collateral Agent agrees with each Grantor that the Collateral Agent shall not give any such instructions or withhold any withdrawal rights from any Grantor unless an Event of Default has occurred and is continuing or, after giving effect to any withdrawal would occur. The provisions of this paragraph shall not apply to (A) any Deposit Account for which any Grantor, the depositary bank and the Collateral Agent (or the Controlling Collateral Agent) have entered into a cash collateral agreement specially negotiated among such Grantor, the depositary bank and the Collateral Agent (or the Controlling Collateral Agent) for the specific purpose set forth therein and (B) Deposit Accounts for which the Collateral Agent (or the Controlling Collateral Agent) is the depositary.

(d) Investment Property. Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall immediately notify the Collateral Agent thereof and, if requested by the Collateral Agent (acting at the direction of the Required Holders), shall, pursuant to an agreement in form reasonably satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other Investment Property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall immediately notify the Collateral Agent thereof and, if requested by the Collateral Agent (acting at the direction of the Required Holders), pursuant to an agreement in form satisfactory to the Collateral Agent, shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Agent agrees with each of the Grantors that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Collateral Agent is the securities intermediary.

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(e) Commercial Tort Claims. If any Grantor shall at any time after the date of this Agreement acquire a Commercial Tort Claim in an amount (taking the greater of the aggregate claimed damages thereunder or the reasonably estimated value thereof) of $2,000,000 or more, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor and provide supplements to Schedule III describing the details thereof and shall grant to the Collateral Agent a security interest therein and in the proceeds thereof, all upon the terms of this Agreement.

(f) Intellectual Property. (i) Once every fiscal quarter of the Issuer, with respect to issued patents included in the Patents (or applications therefor), registered Trademarks (or applications therefor) and registered Copyrights (or applications therefor), each Grantor shall notify the Collateral Agent of any such Intellectual Property owned or exclusively licensed by it as of the last day of such period, to the extent that such Intellectual Property is not covered by any previous Copyright Short Form Security Agreement, Trademark Short Form Security Agreement or Patent Short Form Security Agreement so signed and delivered by it. As necessary or upon the Collateral Agent’s reasonable request, such Grantor shall sign and deliver to the Collateral Agent an appropriate Copyright Short Form Security Agreement, Trademark Short Form Security Agreement, Patent Short Form Security Agreement, or such other documents or supplements as are reasonably necessary or reasonably required by the Collateral Agent, with respect to all such Intellectual Property. In each case, it will promptly cooperate to make any necessary or reasonably desirable recordation with the U.S. Copyright Office or the U.S. Patent and Trademark Office, as appropriate. Notwithstanding anything herein, the Grantors shall not be required to execute any documents (other than this Agreement and any supplements hereto) or take any action to perfect any security interest in respect of non-U.S. Intellectual Property.

(g) Letter of Credit Rights. If any Grantor shall at any time after the date of this Agreement be a beneficiary under any Letter of Credit with a face value equal to or greater than $1,000,000 or more, such Grantor shall promptly notify the Collateral Agent thereof and such Grantor shall, at the request of the Collateral Agent (acting at the direction of the Required Holders), pursuant to an agreement in form satisfactory to the Collateral Agent, arrange for the issuer of such Letter of Credit to consent to an assignment to the Collateral Agent of the proceeds of any draw under any such Letter of Credit.

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ARTICLE IV

Remedies

SECTION 4.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Collateral Agent shall have the right, as directed by the Required Holders, to exercise any and all rights afforded to a secured party with respect to the Secured Notes Obligations under the Uniform Commercial Code or other applicable Law and also may (i) require each Grantor to, and each Grantor agrees that it will at its expense and upon request of the Collateral Agent as directed by the Required Holders forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place and time to be designated by the Collateral Agent as directed by the Required Holders that is reasonably convenient to both parties; (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation; (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral; provided that the Collateral Agent shall provide the applicable Grantor with notice thereof prior to or promptly after such exercise; (iv) subject to the mandatory requirements of applicable Law and the notice requirements described below, sell or otherwise dispose of all or any part of the Collateral securing the Secured Notes Obligations at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent as directed by the Required Holders shall deem appropriate; (v) cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent as directed by the Required Holders shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained); and (vi) take control of the Proceeds of all or any part of the Collateral. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.

The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may as directed by the Required Holders (in their sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may as directed by the Required Holders, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent (as directed by the Required Holders) shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Notes Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent as directed by the Required Holders may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.

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SECTION 4.02. Application of Proceeds.

(a) Subject to the terms of the Equal Priority Intercreditor Agreement, the Collateral Agent shall apply the proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, pursuant to the exercise by the Collateral Agent of its remedies under this Agreement and the other Collateral Documents, together with any other sums held by the Collateral Agent pursuant to the Note Purchase Agreement, this Agreement or the Collateral Documents, as follows:

FIRST, to the Paying Agent and Collateral Agent for amounts due under Section 16.1 of the Note Purchase Agreement;

SECOND, to Noteholders for amounts due and unpaid on the Notes for the principal, premium, if any, and interest ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively;

THIRD, without duplication, to Noteholders for any other Obligations owing to the Noteholders under the Note Purchase Agreement and the Notes; and

FOURTH, to the Issuer or as otherwise directed by a court of competent jurisdiction.

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The Collateral Agent shall determine (as directed by the Required Holders, who shall have absolute discretion) the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money therefor by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

(b) In making the determinations and allocations required by this Section 4.02, the Collateral Agent may conclusively rely upon information supplied by the Paying Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Secured Notes Obligations, and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information; provided that nothing in this sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by the Collateral Agent pursuant to this Section 4.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and the Collateral Agent shall have no duty to inquire as to the application by the Paying Agent of any amounts distributed to it.

SECTION 4.03. Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement upon and during the continuance of an Event of Default at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and subject to any assignment of rights in Intellectual Property Collateral to the Collateral Agent in accordance with Section 4.01, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a worldwide exclusive license (subject to then-existing encumbrances and exercisable without payment of royalty or other compensation to the Grantors) to use, sell (in accordance with Section 4.01) and, solely to the extent necessary for the purposes herein, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored in the possession and control of a Grantor; provided that (i) such license shall be subject to the rights of any licensee under a license granted prior to such Event of Default and (ii) such license shall only be granted to the extent not in violation of any then-existing licensing or other agreements or arrangements. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent as directed by the Required Holders, only upon the occurrence and during the continuation of an Event of Default, provided that any license or sublicense entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors during the continuation of an Event of Default and will terminate upon any subsequent cure of such Event of Default.

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SECTION 4.04. Certain Matters Relating to Receivables and other Proceeds. (a) Each Grantor is hereby authorized to collect such Grantor’s Receivables, and each Grantor hereby agrees to continue to collect all amounts due or to become due to such Grantor under the Receivables and any supporting obligation and diligently exercise each material right it may have under any Receivable and any supporting obligation, in each case, at its own expense consistent with its reasonable business judgment; provided, however, that the Collateral Agent may, as directed by the Required Holders, curtail or terminate said authority at any time after the occurrence and during the continuance of an Event of Default. If required by the Collateral Agent, as directed by the Required Holders, at any time after the occurrence and during the continuance of an Event of Default, any payments of Receivables, when collected by any Grantor, (i) shall be promptly (and, in any event, within two (2) Business Days) deposited by such Grantor in the exact form received, duly endorsed by such Grantor to the Collateral Agent if required, in a Collateral Account maintained under the sole dominion and control of the Collateral Agent, subject to withdrawal by the Collateral Agent for the account of the Secured Parties only as provided in Section 5.04, and (ii) until so turned over, shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor.

(b) In addition to the rights of the Secured Parties specified in Section 4.04(a) with respect to payments of Receivables, if an Event of Default shall occur and be continuing, all Proceeds received by any Grantor consisting of cash, Cash Equivalents and checks shall be held by such Grantor in trust for the Secured Parties, segregated from other funds of such Grantor, and shall, forthwith upon receipt by such Grantor, be turned over to the Collateral Agent in the exact form received by such Grantor (duly endorsed by such Grantor to the Collateral Agent, if required). All Proceeds received by the Collateral Agent under this Section 4.04(b) shall be held by the Collateral Agent in a Collateral Account maintained under its sole dominion and control. All Proceeds while held by the Collateral Agent in a Collateral Account (or by such Grantor in trust for the Secured Parties) shall continue to be held as collateral security for all the Secured Notes Obligations and shall not constitute payment thereof until applied as provided in Section 4.02.

ARTICLE V

Miscellaneous

SECTION 5.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 19 of the Note Purchase Agreement. All communications and notices hereunder to any Grantor shall be given to it in care of the Issuer as provided in Section 19 of the Note Purchase Agreement.

SECTION 5.02. Waivers; Amendment.

(a) No failure or delay by the Collateral Agent or any Noteholder in exercising any right, remedy, power or privilege hereunder or under any other Note Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege hereunder, or any abandonment or discontinuance of steps to enforce such a right, remedy, power or privilege, preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges of the Collateral Agent and the Noteholders hereunder and under the other Note Documents are cumulative and are not exclusive of any rights, remedies, powers and privileges that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the execution and delivery of this Agreement shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent or any Noteholder may have had notice or knowledge of such Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or demand in similar or other circumstances.

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(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 18.1 of the Note Purchase Agreement.

SECTION 5.03. Collateral Agent’s and Secured Parties’ Fees and Expenses.

(a) The parties hereto agree that the Collateral Agent and Secured Parties shall be entitled to reimbursement of its and their expenses incurred hereunder and indemnity for its actions in connection herewith as provided in Section 16.1 of the Note Purchase Agreement, as if each reference therein to “the Issuer” were a reference to “the Grantors”.

(b) Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Collateral Documents. The provisions of this Section 5.03 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Note Document, the resignation or removal of the Collateral Agent, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Notes Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Note Document, or any investigation made by or on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 5.03 shall be payable within 30 days of written demand therefor or automatically in the case of any acceleration pursuant to Section 13.1 of the Note Purchase Agreement.

SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall also bind and inure to the benefit of their respective permitted successors and assigns.

SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and warranties made by the Grantors in the Note Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Note Document shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of the Note Documents, regardless of any investigation made by any Noteholder or on its behalf and notwithstanding that the Collateral Agent or any Noteholder may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended under the Note Purchase Agreement, and shall continue in full force and effect as long as the principal of or any accrued interest on any Note or any fee or any other amount payable under any Note Document is outstanding and unpaid.

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SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by electronic transmission (i.e., a “PDF” or “TIF”) shall be as effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall become effective as to any Grantor when a counterpart hereof executed on behalf of such Grantor shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Grantor and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such Grantor, the Collateral Agent and the other Secured Parties and their respective successors and assigns, except that no Grantor shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as expressly contemplated by this Agreement or the Note Purchase Agreement. This Agreement shall be construed as a separate agreement with respect to each Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor without the approval of any other Grantor and without affecting the obligations of any other Grantor hereunder.

SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 5.08. [Reserved].

SECTION 5.09. Governing Law; Jurisdiction; Venue; Waiver of Jury Trial; Consent to Service of Process.

(a) The terms of Sections 22.7 and 22.8 of the Note Purchase Agreement with respect to governing law, submission to jurisdiction, venue and waiver of jury trial are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

(b) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 5.01. Nothing in this Agreement or any other Note Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 5.10. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

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SECTION 5.11. Security Interest Absolute. All rights of the Collateral Agent and each Noteholder hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Note Purchase Agreement, any other Note Document, any agreement with respect to any of the Secured Notes Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Notes Obligations, or any other amendment or waiver of or any consent to any departure from the Note Purchase Agreement, any other Note Document or any other agreement or instrument, (c) any exchange, release or nonperfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Secured Notes Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Secured Notes Obligations or this Agreement.

SECTION 5.12. Termination or Release.

(a) This Agreement, the Security Interest and all other security interests granted hereby shall terminate with respect to all Secured Notes Obligations and any Liens arising therefrom shall be automatically released upon the Termination Date.

(b) In connection with any termination or release pursuant to paragraph (a) of this Section 5.12 or clause (a) of Section 23.8 of the Note Purchase Agreement, the Collateral Agent shall, upon receipt of a certificate from a Responsible Officer of the Issuer stating that such release is permitted and that all covenants and conditions precedent in the Note Documents to such release have been complied with, execute and deliver to any Grantor, at such Grantor’s expense, all documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 5.12 shall be without recourse to or warranty by the Collateral Agent.

SECTION 5.13. Additional Grantors. At the option of the Issuer (in the Issuer’s sole discretion), one or more Subsidiaries of Issuer may to enter in this Agreement as Grantors. Upon execution and delivery by the Collateral Agent and a Subsidiary of a Security Agreement Supplement, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.

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SECTION 5.14. Collateral Agent Appointed Attorney-in-Fact. Each Grantor irrevocably (i) makes, constitutes and hereby appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary or advisable, to accomplish the purposes hereof at any time after and during the continuance of an Event of Default, and (ii) grants Collateral Agent an IRREVOCABLE PROXY to vote such Collateral in any manner Collateral Agent deems advisable for or against all matters submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be, and hereby is coupled with an interest and shall be irrevocable which appointment of power-of-attorney and granting of irrevocable proxy and coupled with an interest. Without limiting the generality of the foregoing, the Collateral Agent shall have the right and as directed by the Required Holders, upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent; (h) to make, settle and adjust claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance; (i) to make all determinations and decisions with respect thereto; (j) to obtain or maintain the policies of insurance required by Section 10.2 of the Note Purchase Agreement or paying any premium in whole or in part relating thereto; and (k) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact, in each case, as determined by a final non appealable judgment of a court of competent jurisdiction. All sums disbursed by the Collateral Agent in connection with this paragraph, including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, within 30 days of demand or automatically in the case of any acceleration pursuant to Section 13.1 of the Note Purchase Agreement, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby. Each Grantor covenants and agrees that on the date that is thirty (30) days prior to the date of expiration (by operation of applicable law) of the irrevocable proxy granted pursuant to Section 5.14 hereto, such Grantor shall automatically be deemed to grant the Collateral Agent a new irrevocable proxy, on the same terms and subject to the same conditions as those previously granted pursuant to Section 5.14. Upon the reasonable written request of the Collateral Agent and subject to Section 5.15(b), such Grantor agrees to deliver to the Collateral Agent, on behalf of the Collateral Agent and the other Secured Parties, such further evidence of such irrevocable proxy or such further irrevocable proxies to enable the Secured Party to vote the Collateral after the occurrence and during the continuance of an Event of Default.

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SECTION 5.15. General Authority of the Collateral Agent. By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Note Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

SECTION 5.16. Reinstatement. The obligations of the Grantors under this Agreement shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Issuer or any other Notes Party in respect of the Secured Notes Obligations is rescinded or must be otherwise restored by any holder of any of the Secured Notes Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

SECTION 5.17. The Collateral Agent. The Collateral Agent shall be entitled to all of the protections, immunities, rights and indemnities provided to it in the Note Purchase Agreement, all of which are hereby incorporated herein by reference, mutatis mutandis. Notwithstanding anything else to the contrary set forth herein, whenever reference is made herein or any other Note Document to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, (i) such provision shall refer to the Collateral Agent exercising each of the foregoing at the instruction of the Required Holders and (ii) it is understood that in all cases, the Collateral Agent shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction, advice or concurrence from the Required Holders (or such other number or percentage of Noteholders as shall be expressly provided for in any Note Document) in respect of such action.

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SECTION 5.18. Equal Priority Intercreditor Agreements Govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Equal Priority Intercreditor Agreement. In the event of any conflict between the terms of the Equal Priority Intercreditor Agreement and this Agreement, the terms of the Equal Intercreditor Agreement shall govern. So long as the Equal Intercreditor Agreement is outstanding, the requirement of this Agreement to deliver Collateral to the Collateral Agent (or any representation or warranty having the effect of requiring the same) shall be deemed satisfied (or any such representation or warranty shall be deemed true by delivery of such Collateral to the Controlling Collateral Agent as bailee of, and behalf of, the Collateral Agent pursuant to Equal Priority Intercreditor Agreement).

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

[Signature Page to 2029 Notes Security Agreement]

[Signature Page to 2029 Notes Security Agreement]

Exhibit 10.3

Execution Version

EQUAL PRIORITY INTERCREDITOR AGREEMENT

among

VELOCITY COMMERCIAL CAPITAL, LLC,

as the Issuer

VELOCITY FINANCIAL, INC.,

as Parent

THE OTHER GRANTORS FROM TIME TO TIME PARTY HERETO,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as 2027 Notes Collateral Agent for the 2027 Notes Secured Parties,

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as the 2029 Notes Collateral Agent for the 2029 Notes Secured Parties,

and

each Additional Agent from time to time party hereto

dated as of February 5, 2024

TABLE OF CONTENTS