Common use of Intent of Parties Clause in Contracts

Intent of Parties. (a) The parties intend that each transfer made by the Seller under Section 4.01 constitute a valid absolute transfer or sale of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties Seller and the Purchaser intend that each transfer made by the Seller under Section 4.01 Transaction constitute a valid absolute transfer or sale of the related Secondary Primary Portfolio Excess Spread and all proceeds thereof for with respect to the related Replacement Primary Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary the Primary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Primary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Primary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Primary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Primary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Mae Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Primary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess SpreadTransaction Purchase Price. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary PortfolioTransaction, the Seller and the Purchaser further agree and acknowledge with respect the related Primary Portfolio Mortgage Loans as follows: (i) the Seller is entitled to the Base Servicing Fee, and Retained Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Primary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae ▇▇▇ issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ Mae issuer and servicer, the Purchaser’s rights to such Secondary any Primary Portfolio Excess Spread also terminate; (iii) the sale pledge of the Seller’s rights to such Secondary the Primary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae ▇▇▇ Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Primary Portfolio Excess Spread, the pledged collateral will include such Secondary Primary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Maker and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Maker, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Maker and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Maker), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term “applicable law” as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”State of Texas, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting DIDMCA or any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) other applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under the Seller has pledged or in laws of the future pledges as collateral to a third party lender state which governs the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread Credit Agreement. The provisions of this paragraph shall control all agreements between Maker and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Makers and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Makers, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Makers and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Makers), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term "applicable law" as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”State of Texas, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting DIDMCA or any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) other applicable United States federal law to the extent the Seller has pledged that it permits Lender to contract for, charge, take, reserve or in the future pledges as collateral to receive a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread greater amount of interest than under Texas law. The provisions of this paragraph shall control all agreements between Makers and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.

Intent of Parties. (a) The parties intend that each transfer made by the Seller under Section 4.01 constitute a valid absolute transfer or sale of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Contract Agreements and the ▇▇▇▇▇▇ ▇▇▇ GuideGuides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the related Secondary Portfolio Spread Custodial AccountAccounts. (c) In connection with each Transaction involving ▇▇▇▇▇▇ ▇▇▇ Mortgage Loan in a Secondary PortfolioLoans, the Seller and the Purchaser further agree and acknowledge with respect to such ▇▇▇▇▇▇ Mae Mortgage Loans as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae ▇▇▇ issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ Mae issuer and servicer, the Purchaser’s rights to such any Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such the Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae ▇▇▇ Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties intend that each transfer made by the Seller under Section 4.01 constitute a valid absolute transfer or sale of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Secondary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Contract Agreements and the ▇▇▇▇▇▇ ▇▇▇ GuideGuides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “"general intangibles”", “"accounts”", “"chattel paper”", “"securities accounts”", “"investment property”", “"deposit accounts” " and “"money” " as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s 's rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the related Secondary Portfolio Spread Custodial AccountAccounts. (c) In connection with each Transaction involving ▇▇▇▇▇▇ ▇▇▇ Mortgage Loan in a Secondary PortfolioLoans, the Seller and the Purchaser further agree and acknowledge with respect to such ▇▇▇▇▇▇ Mae Mortgage Loans as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae ▇▇▇ issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ Mae issuer and servicer, the Purchaser’s rights to such any Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such the Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae ▇▇▇ Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties Seller and the Purchaser intend that each transfer made by the Seller under Section 4.01 Transaction constitute a valid absolute transfer or sale of the related Secondary Primary Portfolio Excess Spread and all proceeds thereof for with respect to the related Replacement Primary Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary the Primary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Primary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Primary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Primary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Primary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Contract Agreements and the ▇▇▇▇▇▇ ▇▇▇ GuideGuides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Primary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess SpreadTransaction Purchase Price. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Primary Portfolio Spread Custodial Account and Secondary Portfolio Spread Custodial Account. (c) In connection with each Transaction involving ▇▇▇▇▇▇ ▇▇▇ Mortgage Loan in a Secondary PortfolioLoans, the Seller and the Purchaser further agree and acknowledge with respect to such ▇▇▇▇▇▇ Mae Mortgage Loans as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Primary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae ▇▇▇ issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ Mae issuer and servicer, the Purchaser’s rights to such Secondary any Primary Portfolio Excess Spread also terminate; (iii) the sale pledge of the Seller’s rights to such Secondary the Primary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae ▇▇▇ Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Primary Portfolio Excess Spread, the pledged collateral will include such Secondary Primary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties Seller and the Purchaser intend that each transfer made by the Seller under Section 4.01 Transaction constitute a valid absolute transfer or sale of the related Secondary Primary Portfolio Excess Spread and all proceeds thereof for with respect to the related Replacement Primary Portfolio by the Seller to the Purchaser. If the conveyance of such Secondary the Primary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Primary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Primary Portfolio Excess Spread; (ii) the Primary Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Primary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Primary Portfolio Excess Spreads and/or amounts due in respect thereof under the related Servicing Contract Agreements and the ▇▇▇▇▇▇ ▇▇▇ GuideGuides; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “"general intangibles”", “"accounts”", “"chattel paper”", “"securities accounts”", “"investment property”", “"deposit accounts” " and “"money” " as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s 's rights, title and interest in and under the Secondary Primary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess SpreadTransaction Purchase Price. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Primary Portfolio Spread Custodial Account and Secondary Portfolio Spread Custodial Account. (c) In connection with each Transaction involving ▇▇▇▇▇▇ ▇▇▇ Mortgage Loan in a Secondary PortfolioLoans, the Seller and the Purchaser further agree and acknowledge with respect to such ▇▇▇▇▇▇ Mae Mortgage Loans as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Primary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae ▇▇▇ issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ Mae issuer and servicer, the Purchaser’s rights to such Secondary any Primary Portfolio Excess Spread also terminate; (iii) the sale pledge of the Seller’s rights to such Secondary the Primary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae ▇▇▇ Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Primary Portfolio Excess Spread, the pledged collateral will include such Secondary Primary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties intend that each transfer made by Section 10.1 It being the Seller under Section 4.01 constitute a valid absolute transfer or sale intent and purpose of the related Secondary Portfolio Excess Spread respective parties hereto that this Lease Agreement shall be a “Net Lease” and that all rentals shall be paid to Landlord without diminution, except as otherwise expressly provided herein, the parties agree that all cost or expense of whatever character or kind, general or special, ordinary or extraordinary, foreseen or unforeseen, and of every kind and nature whatsoever that may be necessary in the operation of the Demised Premises, and all proceeds improvements erected thereon, and Tenant’s authorized use thereof during the entire term of this Lease Agreement, or any extension thereof, shall be paid by Tenant, and all provisions of this Lease Agreement relating to Taxes and Assessments, charges or other expenses are to be construed in light of such intent and purpose that the Lease Agreement be a “Net Lease,” and that all rentals shall be paid to Landlord without diminution, reduction or offset, except as otherwise expressly provided herein. Section 10.2 If Tenant shall at any time fail to pay any Taxes and Assessments in accordance with the provisions of Article IV, or to obtain, pay for, maintain and deliver any of the insurance policies or certificates of insurance provided for the related Replacement Portfolio in Article V, or shall fail to make any other placement or perform any other act on its part to be made or performed, Landlord, after fifteen (15) days prior written notice to Tenant (or without notice in case of emergency), and without waiving or releasing Tenant from any obligation of Tenant contained in this Lease Agreement, may, but shall be under no obligation to pay any Taxes and Assessments payable by the Seller Tenant pursuant to the Purchaser. If the conveyance provisions of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have granted, and hereby grants, to the Purchaser, a security interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess SpreadArticle IV; (ii) obtain, pay for and maintain any of the Portfolio Spread Custodial Accountinsurance policies provided for in this Lease Agreement; or (iii) make any other payment or perform any other act on Tenant’s part to be paid or performed as in this Lease Agreement provided, and Landlord may enter upon the Demised Premises for any such purpose and take all rights such action therein or thereon as may be necessary therefor. Nothing herein contained shall be deemed as a waiver or release of Tenant from any obligation of Tenant in this Lease Agreement contained. Section 10.3 All sums so paid to Landlord and costs and expenses, including reasonable attorneys’ fees, incurred by Landlord in connection with the performance of any such act, together with interest thereon at the Lease Interest Rate from the respective dates of Landlord’s making of each payment of amounts each such cost and expense, including reasonable attorneys’ fees, shall be paid by Tenant to Landlord on demand Landlord shall not be limited in the proof of any damages which Landlord may claim against Tenant arising out of or by reason of Tenant’s failure to provide and keep in force insurance as aforesaid, to the amount of the insurance premium or premiums not paid or not incurred by Tenant, and which would have been payable upon such insurance, but Landlord shall also be entitled to recover, as damages for such breach, the uninsured amount of any loss (to the extent of any deficiency in the insurance required by the provisions of this Lease Agreement, damages, costs and expenses of suit, including reasonable attorneys’ fees) suffered or incurred by reason of damage to or destruction of the Demised Premises or any part or portion thereof, occurring at any period when Tenant shall have failed or neglected to provide insurance as aforesaid. If Tenant shall fail to perform any act required of it, Landlord may perform the same, but shall not be required to do so, in such manner and to such extent as Landlord may deem necessary or desirable and, in exercising any such right, may employ counsel and pay necessary and incidental costs and expenses, including reasonable attorneys’ fees. All sums so paid by Landlord and all necessary and incidental costs and expenses in connection with the performance of any such act by Landlord, together with interest thereon at the Lease Interest Rate from the date of making such expenditure by Landlord, shall be deemed additional rent herein and, except as is otherwise expressly provided herein, shall be payable to Landlord on demand or, at the option of Landlord, may be added to any monthly rental then due or thereafter becoming due under this Agreement on account Lease Agreement, and Tenant covenants to pay any such sum or sums, with interest as aforesaid, and Landlord shall have, in addition to any other right or remedy of or related to Landlord, the Secondary Portfolio Excess Spread; (iv) all same rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined remedies in the Uniform Commercial Code relating to or constituting any and all event of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, nonpayment thereof by Tenant as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor case of the Purchaser pursuant hereto and default by Tenant in the Portfolio Spread Custodial Accountpayment of monthly Rent. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Makers and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Makers, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Makers and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Makers), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term "applicable law" as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”state which governs the Credit Agreement, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting DIDMCA or any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) other applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under the Seller has pledged or in laws of the future pledges as collateral to a third party lender state which governs the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread Credit Agreement. The provisions of this paragraph shall control all agreements between Makers and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.

Intent of Parties. (a) The It is the intention of the parties intend hereto that each transfer the purchases of Receivable Interests to be made by hereunder shall constitute a nonrecourse "sale of accounts," as such term is used in Article 9 of the Uniform Commercial Code. In the event, however, that a court of competent jurisdiction were to hold that the transactions evidenced hereby constitute a loan, the parties agree that, in such event, the purchases of Receivable Interests hereunder shall be treated as loans from Purchaser to the Seller under Section 4.01 constitute secured by all of Seller's right, title and interest in all Receivables (whether or not constituting Eligible Receivables and whether or not a valid absolute transfer Receivable Interest therein is purchased by Purchaser hereunder but excluding all Excluded Receivables), all Related Security, Collections, all other monies due with respect to such Receivables, the Collection Account, Facility Account, Equalization Account and Discount Reserve Account and all sums or sale of credits deposited therein or due to Seller therefrom, the related Secondary Portfolio Excess Spread Receivables Sale Agreement and Capital Contribution Agreement, and all proceeds thereof for of the related Replacement Portfolio by foregoing of every nature, type or description (collectively, the Seller "Collateral"). To secure payment of all Discount, Fees, Capital and all other Aggregate Unpaids due hereunder to the Purchaser. If the conveyance of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, including, but not limited to, Seller's indemnity obligations under Article VII, the Seller will be deemed hereby grants to have granted, and hereby grants, to the Purchaser, Purchaser a security interest in all of its right, title and interest inin and to the Collateral. Upon the occurrence of a Termination Event, Purchaser shall have, in addition to all other rights and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights remedies which it may have under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any of the foregoing; (vi) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitationapplicable law, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s other rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) to the extent the Seller has pledged or in the future pledges as collateral to a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect thereto.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Maker and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Maker, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Maker and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Maker), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term "applicable law" as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”State of Texas, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting DIDMCA or any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) other applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under the Seller has pledged or in laws of the future pledges as collateral to a third party lender state which governs the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread Credit Agreement. The provisions of this paragraph shall control all agreements between Maker and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Maker and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Maker, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Maker and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Maker), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term "APPLICABLE LAW" as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”State of Texas, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting DIDMCA or any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) other applicable United States federal law to the extent that it permits Lender to contract for, charge, take, reserve or receive a greater amount of interest than under the Seller has pledged or in laws of the future pledges as collateral to a third party lender state which governs the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread Credit Agreement. The provisions of this paragraph shall control all agreements between Maker and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.

Intent of Parties. (a) The parties intend that each transfer made by It is expressly stipulated and agreed to be the Seller under Section 4.01 constitute a valid absolute transfer intent of Borrower and Lender at all times to comply with the applicable law governing the maximum rate or sale amount of the related Secondary Portfolio Excess Spread and all proceeds thereof for the related Replacement Portfolio by the Seller to the Purchaserinterest payable on or in connection with this Note. If the conveyance applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the other Loan Documents, or contracted for, charged, taken, reserved or received with respect to this Note, or if acceleration of the maturity of this Note, any prepayment by Borrower, or any other circumstance whatsoever, results in Lender having been paid any interest in excess of that permitted by applicable law, then it is the express intent of Borrower and Lender that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note and the other applicable Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder. The right to accelerate the maturity of this Note does not include the right to accelerate any interest which has not otherwise accrued on the date of such Secondary Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Seller will be deemed to have grantedacceleration, and Lender does not intend to collect any unearned interest in the event of acceleration. All sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness evidenced hereby grantsor by any other Loan Document shall, to the Purchaserextent permitted by applicable law, a security be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest in all of its right, title and interest in, to and under, whether now existing or in the future arising or acquired, (i) all Secondary Portfolio Excess Spread and all rights under this Agreement with respect to any Secondary Portfolio Excess Spread; (ii) the Portfolio Spread Custodial Account; (iii) all rights to payment of amounts due under this Agreement on account of or related to such indebtedness does not exceed the Secondary Portfolio Excess Spread; (iv) all rights to reimbursement of Secondary Portfolio Excess Spreads and/or amounts due in respect thereof under Maximum Lawful Rate. The term "APPLICABLE LAW" as used herein shall mean the Servicing Contract and the ▇▇▇▇▇▇ ▇▇▇ Guide; (v) all records, instruments or other documentation evidencing any laws of the foregoing; (vi) all “general intangibles”State of Texas, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and interest in and under the Secondary Portfolio Excess Spreads); and (vii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing, as security for a loan in an amount equal to the value of such Secondary Portfolio Excess Spread. (b) The Seller hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements, in any jurisdictions and with any filing offices as the Purchaser may determine, in its sole discretion, are necessary or advisable to perfect the sale of the assets conveyed and security interests granted to Purchaser and agrees to execute financing statements in form reasonably acceptable to the Purchaser and the Seller at the request of the Purchaser in order to reflect the Purchaser’s interests in the assets conveyed to or subjected to a security interest in favor of the Purchaser pursuant hereto and in the Portfolio Spread Custodial Account. (c) In connection with each Mortgage Loan in a Secondary Portfolio, the Seller and the Purchaser further agree and acknowledge as follows: (i) the Seller is entitled to the Base Servicing Fee and the Seller and the Purchaser, as applicable, are entitled to the related Secondary Portfolio Excess Spread only so long as the Seller maintains its status as an approved ▇▇▇▇▇▇ Mae issuer and servicer; (ii) upon the Seller’s loss of its status as an approved ▇▇▇▇▇▇ ▇▇▇ issuer and servicer, the Purchaser’s rights to such Secondary Portfolio Excess Spread also terminate; (iii) the sale of the Seller’s rights to such Secondary Portfolio Excess Spread conveys no right (such as a right to become a substitute issuer or servicer) that is not specifically provided for in the ▇▇▇▇▇▇ Mae Guide; and (iv) applicable United States federal law to the extent the Seller has pledged that it permits Lender to contract for, charge, take, reserve or in the future pledges as collateral to receive a third party lender the Servicing Rights relating to any Secondary Portfolio Excess Spread, the pledged collateral will include such Secondary Portfolio Excess Spread greater amount of interest than under Texas law. The provisions of this paragraph shall control all agreements between Borrower and the Purchaser will enter into any such agreements and/or file any financing statements as reasonably required by such third party lender to give effect theretoLender.