Common use of Security Interest Clause in Contracts

Security Interest. This Assignment constitutes either (x) a valid transfer and assignment to the Trustee of all right, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the prompt payment and assignment performance of the Guaranteed Obligations, the Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Trustee of all rightAdministrative Agent, title and interest for the benefit of the Transferor Purchasers and the other Secured Parties, a continuing security interest in and to lien upon all property and assets of the Receivables created in Seller, whether now or hereafter owned, existing or arising and wherever located, including the Additional Accountsfollowing (collectively, the “Seller Collateral”): (i) all monies due or to become due Unsold Receivables, (ii) all Related Security with respect to such Receivables Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-Boxes and Collection Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds payment intangibles) (each as defined in the UCC as in effect in UCC) and (vii) all proceeds of, and all amounts received or receivable under any or all of, the applicable jurisdiction) of any foregoing. The Administrative Agent (for the benefit of the foregoing Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the Administrative Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller Collateral shall be automatically released from the lien created hereby, and this Agreement and all of obligations (other than those expressly stated to survive such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(btermination) of the Pooling Administrative Agent, the Purchasers and Servicing Agreementthe other Purchaser Parties hereunder shall terminate, (ii) all without delivery of any instrument or performance of any act by any party, and all rights to the interest Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofSeller, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling Administrative Agent shall execute and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property deliver to the TrusteeSeller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest pursuant to the Trustee this Section 3.09 shall be in such propertyaddition to, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect shall not be construed to such Additional Accounts, all monies due limit or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationmodify, the Trust shall have a first priority perfected sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest in such property (subject pursuant to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement5.05.

Security Interest. This Assignment constitutes either (x) a valid transfer On each Purchase Date, Seller hereby sells, assigns and assignment conveys to the Trustee of Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Transferor Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the Records related to the Receivables created in the Additional AccountsPurchased Mortgage Loans, all monies due or Servicing Rights related to become due with respect to such Receivables (including all Finance Charge Receivables)the Purchased Mortgage Loans, all amounts received with respect thereto, all Insurance Proceeds relating Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Receivables and all proceeds (as defined in Agency Security when issued to the UCC as in effect in the applicable jurisdiction) of extent backed by any of the foregoing Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, Interest Rate Protection Agreements related to such Purchased Mortgage Loans, the Operating Account and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofamounts deposited therein, the Finance Charge AccountCollection Account and all amounts deposited therein, the Principal Account or any Series Account, as provided in the Pooling and each Servicing Agreement and any related Supplement other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (yincluding, without limitation, any other accounts) a grant of a security or any interest (as defined in the UCC Purchased Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable are specified on a Trust Receipt and Exception Report with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such creationInterest Rate Protection Agreements without the consent of, or without violating its obligations to, the Trust shall have related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “Repurchase Assets”). (ii) The foregoing paragraph (i) is intended to constitute a first priority perfected security interest in such property (subject agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 9-315(c101(47)(v) and 741(7)(xi) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBankruptcy Code.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the performance by the Borrower of all the terms, covenants and assignment agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Trustee Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest of in, to and under the Transferor in following, whether now owned or hereafter acquired, now existing or hereafter created, and to wherever located (collectively, the Receivables created in “Collateral”): (i) the Additional AccountsPledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to such Receivables the Pledged Timeshare Loans; (including iii) the Account Collateral; (iv) all Finance Charge Receivables)Hedge Collateral; (v) the Sale and Contribution Agreement, all amounts received with respect theretothe Servicing Agreement, all Insurance Proceeds relating the Custody Agreement and any other Facility Document to such Receivables which the Borrower is a party and all proceeds remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (as defined vi) all present and future claims, demands, causes of action and choses in the UCC as action in effect in the applicable jurisdiction) respect of any or all of the foregoing and all payments on or under of such property will be held by the Trustee free every kind and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created nature whatsoever in respect of Additional Accounts conveyed hereby, any or all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) including all proceeds of the UCC as in effect conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) proceeds of the Pooling foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and Servicing Agreementall other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. This Assignment constitutes either (x) a valid transfer As security for the performance by the Company of all the terms, covenants and assignment agreements on the part of the Company to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of all Secured Obligations, the Company hereby grants to the Trustee Collateral Agent, for the benefit of the Secured Parties, a security interest in, all of the Company’s right, title and interest of the Transferor in and to the Receivables created following (collectively, the “Collateral”): (a) all Receivables, whether now owned and existing or hereafter acquired or arising, together with all Receivable Assets and Collections with respect thereto; (b) each of the Origination Agreements, the Collection Account Agreements, the Servicing Agreement and the Letter of Credit Request Agreement, including, in respect of each agreement, (A) all rights of the Additional Accounts, all Company to receive monies due or and to become due under or pursuant to such agreement, whether payable as fees, expenses, costs or otherwise, (B) all rights of the Company to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Receivables agreement, (including C) claims of the Company for damages arising out of or for breach of or default under such agreement, (D) the right of the Company to amend, waive or terminate such agreement, to perform thereunder and to compel performance and otherwise exercise all Finance Charge Receivablesremedies thereunder and (E) all other rights, remedies, powers, privileges and claims of the Company under or in connection with such agreement (whether arising pursuant to such agreement or otherwise available to the Company at law or in equity), including the rights of the Company to enforce such agreement and to give or withhold any and all amounts received with consents, requests, notices, directions, approvals, extensions or waivers under or in connection therewith (all of the foregoing set forth in this clause (A) through (E), inclusive, the “Transferred Agreements”); (c) the Collection Accounts, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collection Accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in the Collection Accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for the then-existing Collection Accounts and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect theretoof or in exchange for the then-existing Collection Accounts; and (d) the Company Concentration Account and the Payments Reserve Accounts, if any, including (A) all funds and other evidences of payment held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts or any funds and other evidences of payment held therein, (B) all investments of such funds held in such accounts and all certificates and instruments from time to time representing or evidencing such investments, (C) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Collateral Agent for and on behalf of the Company in substitution for any such accounts, and (D) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such accounts; (e) all other assets of the Company, whether now owned and existing or hereafter acquired or arising, including, without limitation, all Insurance Proceeds relating to such Receivables accounts, chattel paper, goods, equipment, inventory, instruments, investment property, deposit accounts and all proceeds general intangibles (as those terms are defined in the UCC as in effect on the date hereof in the applicable jurisdictionState of New York) of in which the Company has any of interest; and (f) to the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided extent not included in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)foregoing, in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any and all of the foregoing upon the conveyance of such Receivables foregoing. In addition to the Trustrights and remedies herein set forth, the Collateral Agent shall have all of the rights and which will be enforceable remedies with respect to the Receivables thereafter created Collateral available to a secured party at law or in respect of Additional Accounts conveyed herebyequity, all Insurance Proceeds relating to such Receivables and all proceeds of any of including, without limitation, the foregoing upon such creation; and (z) if the Assignment constitutes the grant rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) agreement for purposes of the UCC as in effect in the and other applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementlaw.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the performance by the Borrower of all the terms, covenants and assignment agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Trustee Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the Transferor in and to following, whether now or hereafter owned, existing or arising (collectively, the Receivables created in the Additional Accounts“Collateral”): (i) all Pool Receivables, (ii) all monies due or to become due Related Security with respect to such Receivables (including all Finance Charge Pool Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due Collections with respect to such Receivables Pool Receivables, (including iv) the Lock-Boxes and Lock-Box Accounts and all Finance Charge Receivablesamounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all amounts received with respect theretothe rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, all Insurance Proceeds relating to notwithstanding that such Receivables wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all proceeds of any of the foregoing upon the conveyance of obligations (other than those expressly stated to survive such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(ctermination) of the UCC as in effect in Administrative Agent, the applicable jurisdiction)Lenders and the other Credit Parties hereunder shall terminate, except for Liens permitted under subsection 2.05(b) all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Pooling Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and Servicing Agreementsuch other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. This Assignment constitutes either (x) a valid transfer To secure the payment and assignment to the Trustee performance of all right, title and interest of the Transferor Obligations when due, and the performance of each of the Borrower's duties under this Agreement and all documents executed in and connection herewith, Borrower hereby grants to the Receivables created Silicon a continuing security interest in all of Borrower's interest in the Additional following, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and General Intangibles, including, without limitation, all monies due of Borrower's Intellectual Property, Deposit Accounts, and all money, and all property now or to become due with respect to such Receivables at any time in the future in Silicon's possession (including all Finance Charge Receivablesclaims and credit balances), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing and (all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationtogether with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the Trust "Collateral"). The security interest granted herein shall have be a first priority perfected security interest in the Collateral. After the occurrence of a Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such property (subject license or agreement or any other property. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to Section 9-315(c) have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of the UCC as in effect any such license or agreement, whether now existing or entered into in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementfuture.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all rightinsurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such property will documents and perform such acts as may be held by reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series AccountSeller, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Seller shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the payment, observance and assignment to performance of the Trustee Secured Obligations, each Obligor hereby mortgages, pledges and assigns all of all its right, title and interest of the Transferor in and to the Receivables created Collateral to the Agent, for the benefit of the Secured Creditors, and grants to the Agent, for the benefit of the Secured Creditors, a continuing security interest in, and a continuing Lien upon, all of its right, title and interest in and to the Collateral. (b) As additional security for all of the Secured Obligations, each Obligor grants to the Agent, the Lenders and the Affiliates of the Lenders, for the benefit of the Secured Creditors, a security interest in, and assigns to the Agent, the Lenders and the Affiliates of the Lenders, for the benefit of the Secured Creditors, all of such Obligor's right, title and interest in and to, any deposits or other sums at any time credited by or due from the Agent, each Lender and each Affiliate of a Lender to such Obligor, or credited by or due from any participant of any Lender to such Obligor, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Obligor hereby authorizes the Agent, each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Agent, for the account of the Secured Creditors, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the Additional Accountsevent that the Agent, all monies due or on behalf of the Secured Creditors, should make demand for payment hereunder and without further notice to become due with respect to any Obligor (such Receivables (including all Finance Charge Receivablesnotice being expressly waived), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and all the rights given the Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of such property setoff. The Agent will be held by promptly notify the Trustee free and clear Borrowers' Agent of its receipt of any Lien except such funds for (i) Liens permitted under subsection 2.05(b) application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a above grant of a security interest (in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and each Obligor hereby irrevocably appoints the Agent as defined in the UCC as in effect in the applicable jurisdiction), in its attorney to collect any and all such property deposits or other sums to the Trustee, which extent any such payment is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables not made to the TrustAgent or any Lender by such Lender, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due Affiliate or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementparticipant.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the performance by the Borrower of all the terms, covenants and assignment agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Trustee Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the Transferor in and to following, whether now or hereafter owned, existing or arising (collectively, the Receivables created in the Additional Accounts“Collateral”): (i) all Pool Receivables, (ii) all monies due or to become due Related Security with respect to such Receivables (including all Finance Charge Pool Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due Collections with respect to such Receivables Pool Receivables, (including iv) the Lock-Boxes and Lock-Box Accounts and all Finance Charge Receivablesamounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all amounts received with respect theretothe rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, all Insurance Proceeds relating to notwithstanding that such Receivables wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all proceeds of any of the foregoing upon the conveyance of obligations (other than those expressly stated to survive such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(ctermination) of the UCC as in effect in Administrative Agent, the applicable jurisdiction)Lenders and the other Credit Parties hereunder shall terminate, except for Liens permitted under subsection 2.05(b) all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Pooling Borrower, the Administrative Agent shall execute and Servicing Agreementdeliver to the Borrower UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the full and assignment to punctual payment of the Trustee Debt and performance of all rightobligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, title and Borrower hereby grants to Lender a first-priority perfected security interest of the Transferor in and to the Receivables created in the Additional AccountsLockbox Account and Cash Management Account, all monies due interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or to become due with respect to such Receivables (including all Finance Charge Receivables)held therein, any and all amounts received with respect theretoinvested in Permitted Investments, all Insurance Proceeds relating to such Receivables and all proceeds "proceeds" (as defined in the UCC as in effect in the applicable jurisdictionstate in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing and all of such property will be held by the Trustee free and clear of or permit any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account attach thereto or any Series Account, as provided in the Pooling and Servicing Agreement and levy to be made thereon or any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property Financing Statements to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received be filed with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of . Borrower will maintain the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements created by this Section 10.3(a) as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest and will defend the right, title and interest of Lender in such property and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (subject b) Borrower authorizes Lender to Section 9-315(c) file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the UCC security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence and during the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in effect exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Pooling Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and Servicing Agreementremedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. This Assignment constitutes either On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related to the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) a valid transfer the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and assignment general intangibles to the Trustee of all right, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other; (xvi) any and all of such property will be held by replacements or substitutions for, proceeds (including the Trustee free and clear of any Lien except for (irelated securitization proceeds) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onof, and investment earnings in respect of, the Finance Charge Account, the Principal Account distributions on or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing; and (xvii) any other property, upon such creationrights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Trust shall have EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a first priority perfected security interest in such property (subject the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the UCC Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as in effect in Buyer, at its option, may deem appropriate, without the applicable jurisdiction), except signature of Seller thereon. Seller shall pay the filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either For value received, to secure the payment of up to Five Hundred Thousand and no/100 Dollars (x$500,000.00) a valid transfer and assignment to the Trustee of all right, title and interest performance of the Transferor in obligations under this Agreement, the Promissory Note, and to the Receivables created any other loan documents executed contemporaneously with this Agreement, Grantor grants Secured Party a security interest in the Additional Accountsfollowing: General Intangibles consisting of Intellectual Property, specifically including (i) the issued U.S. Patents set forth in Exhibit A; (ii) any patent or patent application claiming priority thereto, including but not limited to, non-provisional patents, reexaminations, reissues, continuations, continuations-in-part, divisions, renewals, and extensions, and any foreign counterparts thereto; (iii) all monies goodwill of the business connected with the use of, and symbolized by, each Patent and (iv) all income, royalties, proceeds and liabilities at any time due or to become due payable or asserted under and with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing foregoing, including, without limitation, all rights to sue and all of such property will be held by recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b“Patent Collateral”) of the Pooling and Servicing AgreementGrantor whether now owned or existing or hereafter acquired or arising, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onwhether now existing or hereafter arising, and investment earnings in respect of, wherever located (the Finance Charge Account, “Collateral”). The obligations secured include any payment of attorneys’ fees and other expenses incurred by Secured Party to enforce or collect any obligation secured by this Agreement. In addition to the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in granted above, Collateral includes all the UCC as in effect in the applicable jurisdiction)following, in such property to the Trusteewhether now owned or existing or hereafter acquired or arising, which is enforceable with respect to then whether now existing Receivables of the Additional Accountsor hereafter arising, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all wherever located: a. All products and proceeds of any of the foregoing upon property described in this Collateral section. b. All accounts, contract rights, rents, monies, payments, and all other rights arising out of a sale, lease, or other disposition of the conveyance of such Receivables Collateral. c. All records and data relating to the TrustCollateral, together with all of Grantor’s right, title, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in and to all computer software required to utilize, create, maintain, and process any such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementrecords or data on electronic media.

Security Interest. This Assignment constitutes either a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Asset Confirm, in all of such property will be held by instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trustee free “Repurchase Assets”). b. Buyer and clear of any Lien except for Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Liens permitted Seller’s rights under subsection 2.05(bthe Servicing Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire outstanding principal amount of the loan under the Servicing Facility Agreement and the termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Pooling Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and Servicing Agreementperform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (ii) Seller hereby authorizes Buyer to file financing statements relating to the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series AccountRepurchase Assets, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. Seller shall pay the filing of the costs for any financing statement or statements as described in prepared pursuant to this Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either (x) The Grantor does hereby assign as security and grant a valid transfer and assignment first priority security interest to the Trustee Security Trustee, for the benefit of the Secured Parties, in the following property (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) all of the Grantor’s right, title and interest in and to (i) the Aircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Parts of the Transferor Aircraft of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money proceeds of the Airframe or an Engine of the Aircraft arising from the total or partial loss or destruction of the Airframe or an Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of the Aircraft required to be carried under the Aircraft Mortgage; (b) all of the Grantor’s right, title and interest in and to the Receivables created in Assigned Lease (including (i) all rights of the Additional Accounts, all monies Grantor to receive moneys due or and to become due under or pursuant to such Assigned Lease, (ii) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Receivables (including all Finance Charge Receivables), all amounts received with Assigned Lease up to the amount of hull insurance in respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will Aircraft required to be held by carried under the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementAircraft Mortgage, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) claims of the Transferor’s right to receive interest accruing onGrantor for damages arising out of or for breach or default under such Assigned Lease, and investment earnings in respect (iv) the right of the Grantor to terminate such Assigned Lease and to compel performance of, and otherwise to exercise all remedies under, such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity (the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or “Lease Collateral”); and (yc) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any and all of the foregoing upon Mortgage Collateral; provided that the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of Mortgage Collateral shall not include any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementExcluded Property.

Security Interest. This Assignment constitutes either (x) As a valid transfer general and assignment continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Grantor to the Trustee Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of this Agreement and all interest, commissions, cost of realization, legal and other costs, charges and expenses the Grantor, IN CONSIDERATION OF THE LIABILITIES and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant to the Lender, a continuing security interest in all present and after-acquired personal property of the Grantor, including without limitation the following Collateral: (a) All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and any other similar rights of the Grantor however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and interest all Intellectual Property throughout the world; (b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Transferor in and Grantor used or consumed or to the Receivables created be used or consumed in the Additional AccountsGrantor's business, all monies due or to become due together with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables any and all proceeds books and records pertaining thereto; (c) All Equipment, Fixtures, Goods and all other tangible personal property of the Grantor of every kind or nature which are not inventory or consumer goods as defined in the UCC as in effect in PPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the applicable jurisdictionroad vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus; (d) All products and Proceeds of any each of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for foregoing, specifically including, without limitation, (i) Liens permitted under subsection 2.05(b) any and all Proceeds of any insurance, indemnity, warranty or Guarantee payable to the Pooling and Servicing AgreementGrantor from time to time, (ii) any and all payments of any form whatsoever made or due and payable to the interest Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Transferor as Holder foregoing by any governmental authority or any Person acting under color of the Transferor Certificate and governmental authority, (iii) to the Transferor’s right to receive interest accruing onextent of the value of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, and investment earnings in respect of, the Finance Charge Account, the Principal Account or (iv) any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables other amounts from time to the Trust, and which will be enforceable time paid or payable under or in connection with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationwhether or not in lieu thereof; (e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the Trust shall have a first priority perfected security interest like now in, attached to or which may hereafter at any time be placed in such property or added to any Collateral, whether or not of like kind; and (subject to Section 9-315(cf) All rights, remedies, claims and demands under or in connection with each of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementforegoing.

Security Interest. This Assignment constitutes either (x) a valid transfer a. The parties intend that all Transactions hereunder be sales and assignment purchases and not loans. However, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Trustee Buyer as security for the performance by the Sellers of the Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in the following: the Purchased Mortgage Loans, REO Subsidiary Interests, the Records, and all rightrelated servicing rights, title the Program Agreements (to the extent such Program Agreements and the Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (which interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein), accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Receivables created Purchased Assets (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Assets, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). In the event any Purchased Asset becomes an REO Property, the Sellers shall promptly repurchase such property Purchased Asset, and simultaneously convey a Buyer Deed, to the Buyer in accordance with the provisions below if such REO Property will be held by subject to a Transaction under this Agreement. The Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the Buyer’s security interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcreated hereby. Furthermore, the Finance Charge Account, Sellers hereby authorize the Principal Account or any Series AccountBuyer to file financing statements relating to the Repurchase Assets, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Sellers shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either (xa) a valid transfer Although the parties intend that all Transactions hereunder be sales and assignment purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Trustee Agent for the benefit of Buyers as security for the performance by the Sellers of the Obligations, and hereby presently grants, assigns and pledges to the Agent for the benefit of Buyers, a fully perfected first priority security interest in the Purchased Assets, the related records and all rightservicing rights related to the Purchased Assets, title the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of the Transferor Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of extent that the foregoing relate to any Purchased Asset; and all of such property will be held by the Trustee free and clear of any Lien except for other assets relating (i) Liens permitted under subsection 2.05(bto the Purchased Assets (including any other accounts) or any interest in the Purchased Assets, (ii) to the servicing of the Pooling and Purchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iiiv) the interest to all collateral for any of the Transferor as Holder Purchased Assets and (v) to distributions in respect of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement Purchased Assets; and any related Supplement other proceeds, property, rights, title or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable interests with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Repurchase Assets”). (b) Section 9(a) is intended to constitute a first priority perfected security interest in such property (subject agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and transactions hereunder as defined under Section 9-315(c101(47)(v) of the UCC Bankruptcy Code. (c) The Sellers hereby authorize the Agent to file such financing statement or statements relating to the Repurchase Assets as in effect in the applicable jurisdiction)Agent, except at its option, may deem appropriate. The Sellers shall pay the filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 9.

Security Interest. This Assignment constitutes either (xa) Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a valid transfer court or other forum recharacterizes the Transactions hereunder as loans and assignment as security for the performance by Sellers of all of Sellers' obligations to Buyer under this Agreement and the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the indebtedness of Obligors and the Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and MH Loans, and all other collateral provided as security for the Purchased Loans; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Trustee of Purchased Loans, Income, any and all rightHedg▇▇, title ▇▇l Insured Closing Letters and interest the Escrow Instructions covering any or all of the Transferor in Loans, all Collections and the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to the Receivables created Purchased Loans, all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to payment of interest or finance charges and collateral securing such obligations, and any other contract rights, and other assets relating to the Purchased Loans or any interest in the Additional AccountsPurchased Loans, all monies due whether constituting real or to become due with respect to personal property, accounts, chattel paper, equipment, goods, instruments, general intangibles, inventory or proceeds, or securities backed by or representing an interest in such Receivables (including all Finance Charge Receivables)Loans, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and any and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) replacements, substitutions, distributions on or Proceeds of any and all of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcollectively, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction"Collateral"), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (xi) a valid transfer On each Purchase Date, each Seller hereby sells, assigns and assignment conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the Trustee foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Contributed Asset, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (ii) Each of POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest of in, to and under the Transferor Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in and the Underlying Repurchase Agreement), the Records (including, without limitation, any other collateral pledged or otherwise relating to the Receivables created Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Underlying Repurchase Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Additional AccountsUnderlying Repurchase Assets, all monies due and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or to become due interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (iii) In order to further secure the Obligations hereunder, the REO Subsidiary hereby pledges to Buyer as security for the performance by the REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority perfected security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Subsidiary Owned Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such property Facility Documents and the REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (subject including any interest of the REO Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 9-315(c101(47)(A)(v) and 741(7)(A)(xi) of the UCC as in effect Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the applicable jurisdiction)Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Contributed Assets except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for Liens permitted the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under subsection 2.05(bSection 101(47)(v) and 741(7)(xi) of the Pooling and Servicing AgreementBankruptcy Code. (v) Each Seller Party hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either (x) a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of the Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the Trustee extent backed by any of the Purchased Mortgage Loans, the Records, and all rightrelated Servicing Rights, title the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all of such property will be held by the Trustee free and clear of any Lien except for instances, whether now owned or hereafter acquired, now existing or hereafter created (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcollectively, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the payment and assignment performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower to the Trustee Bank, the Borrower hereby pledges to the Bank and give the Bank a continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Transferor Borrower in and to the Receivables created Collateral, whether now owned or hereafter acquired by the Borrower. (b) Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Additional AccountsCollateral or to preserve any rights therein against prior parties, all monies and the Borrower agrees to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising. (c) Upon the occurrence of an Event of Default and the expiration of any applicable grace or cure period the Bank may at any time and from time to time, with or without notice to the Borrower, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate thereon and (iii) receive and after a default direct the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or disposition of any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of Collateral. (d) In the foregoing upon event that Borrower and Bank execute any International Swap Dealers Association (ISDA) Master Agreements and Schedules then the conveyance of Collateral shall also secure such Receivables to the TrustISDA Master Agreement and Schedules, together with confirmation letters, which may hereafter be executed between Borrower and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBank.

Security Interest. This Assignment constitutes either (xa) To secure the timely repayment of the principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, a valid transfer continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the Trustee following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest of the Transferor Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Receivables created Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the Additional Accountsforegoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, all monies due and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to become due any such Collateral or the proceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes. (c) Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, with respect to such Receivables (including all Finance Charge Receivables)Pledged Policy, all amounts received with respect thereto, all Insurance Proceeds relating request the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Receivables Pledged Policy, and to take such other actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the repayment of all of the Borrower’s Advances then outstanding and all proceeds other Obligations (as defined in including, without limitation, the UCC as in effect in the applicable jurisdictionAggregate Contingent Interest) and termination of any of the foregoing all Commitments and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing this Loan Agreement, (ii) the security interest of the Transferor as Holder Administrative Agent in the Collateral for the benefit of the Transferor Certificate Secured Parties shall be released and (iii) the Transferor’s right Administrative Agent agrees to receive interest accruing onfile, promptly upon request, such releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and investment earnings to take such other actions as the Borrower shall reasonably request in respect of, the Finance Charge Account, the Principal Account or order to evidence any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementrelease.

Security Interest. This Assignment constitutes either (a) Borrower hereby pledges, assigns and grants to Bank a continuing first priority security interest in all of Borrower’s right, title and interest in and to all of the Collateral to secure the prompt and complete payment and performance when due of all of the Obligations. (b) Notwithstanding anything to the contrary contained herein, (i) Borrower and each other obligated party shall remain liable under the Servicing Agreements, contracts and other agreements to which such Person is a party and which are included in the Collateral and shall perform all of its respective duties and obligations thereunder to the same extent as if this Agreement had not been executed, and (ii) Bank shall not have any obligation or liability under any of the Servicing Agreements, contracts and other agreements included in the Collateral by reason of this Agreement, nor shall Bank be obligated to perform any of the obligations or duties of Borrower or any other obligated party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) At any time and from time to time, upon the written request of Bank, and at the sole expense of Borrower, Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Bank may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC. Borrower hereby irrevocably authorizes Bank at any time and from time to time to prepare and file one or more financing statements (and any continuation statements and amendments thereto) describing the Collateral whether or not Borrower’s signature appears thereon. (d) Servicing Rights under Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae will have a market value of zero for purposes of determining the Borrowing Base until the date on which an Acknowledgment Agreement covering such Servicing Rights has been executed and delivered by Borrower, Bank and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable. (e) At any time following the occurrence and during the continuation of a Default or in connection with the implementation of any servicing advance receivable sublimit that Bank may approve, Borrower shall establish and maintain with Bank: (i) a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ ▇▇▇ Servicing Rights Account”, which account shall be established for the purpose of holding cash proceeds of ▇▇▇▇▇▇ Mae Servicing Rights for the benefit of Bank; (ii) if any third parties other than Agencies become Approved Investors, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank—Non Agency Account,” which account shall be established by Bank for the purpose of holding cash proceeds of Servicing Rights and Servicing Receivables other than Agency Servicing Rights for the benefit of Bank; (iii) if ▇▇▇▇▇▇ ▇▇▇ becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ Mae Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇ ▇▇▇ Servicing Rights for the benefit of Bank; and (iv) if ▇▇▇▇▇▇▇ Mac becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇▇ Mac Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇▇ Mac Servicing Rights for the benefit of Bank (each such account, a “Pledged Deposit Account”. Each Pledged Deposit Account shall be in the form of a time deposit or demand account. Following the establishment of any Pledged Deposit Account, Pledged Servicing Receivables and Pledged Servicing Rights funds received and retained by Borrower pursuant to the applicable Servicing Agreement shall promptly, and in any event within two (2) Business Days after receipt, be deposited in the appropriate Pledged Deposit Account. Funds deposited in the Pledged Deposit Accounts (including any interest paid on such funds) may be distributed only with the consent of Bank. Prior to Borrower making any withdrawal from the custodial account or any other clearing account maintained under the related Servicing Agreement, Borrower, as applicable shall instruct any subservicer(s) and the related depository institution(s) to remit all collections, payments and proceeds in respect of any Pledged Servicing Receivables or Pledged Servicing Rights into the appropriate Pledged Deposit Account. Borrower shall not withdraw or direct the withdrawal or remittance of any amounts on account of any Pledged Servicing Receivables or Pledged Servicing Rights income related to any Servicing Agreement from any custodial account into which such amounts have been deposited other than to remit to the appropriate Pledged Deposit Account. (f) Notwithstanding anything to the contrary herein or any of the other Loan Documents, the pledge of Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall only secure Borrower’s debt to Bank incurred for the purposes of (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇ Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The Security Interest described in this financing statement is subject and subordinate to all rights, powers, and prerogatives of ▇▇▇▇▇▇ ▇▇▇ under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (the “Debtor”) and EverBank and (ii) the Mortgage Selling and Servicing Contract, the ▇▇▇▇▇▇ ▇▇▇ Selling Guide, the ▇▇▇▇▇▇ Mae Servicing Guide and any supplemental servicing instructions or directives provided by ▇▇▇▇▇▇ ▇▇▇, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between ▇▇▇▇▇▇ Mae and the Debtor, and all as amended, modified, restated or supplemented heretofore and hereafter from time to time (collectively, the “▇▇▇▇▇▇ ▇▇▇ Lender Contract”), which rights, powers, and prerogatives include, without limitation, the right of ▇▇▇▇▇▇ ▇▇▇ to terminate the ▇▇▇▇▇▇ Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided. (g) Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, to the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇▇ Mac shall at any time be included within the security interest created hereby, such security interest shall only secure Borrower’s indebtedness and obligations to Bank incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to acquire rights in such ▇▇▇▇▇▇▇ Mac Servicing Agreement in accordance with the provisions of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Borrower, (d) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) any other purpose which ▇▇▇▇▇▇▇ Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among Borrower, Bank and ▇▇▇▇▇▇▇ Mac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇▇ Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The security interest referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“▇▇▇▇▇▇▇ Mac”), the Federal National Mortgage Association (“▇▇▇▇▇▇ Mae”), the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”) or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools of mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, powers and prerogatives of the Investors may include, without limitation, one or more of the following: the right of an Investor to disqualify the debtor from participating in a mortgage selling or servicing program or a securities guaranty program with the Investor; the right to terminate contract rights of the debtor relating to such a mortgage selling or servicing program or securities guaranty program; and the right to transfer and sell all or any portion of such contract rights following the termination of those rights. (h) To the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall at any time be included within the security interest created hereby, Bank acknowledges and agrees that (x) Borrower is entitled to servicing income with respect to a valid transfer given mortgage pool only so long as Borrower is an issuer in good standing pursuant to ▇▇▇▇▇▇ Mae rules, regulations, guides and assignment similar announcements; (y) upon Borrower’s loss of such good-standing issuer status, Bank’s rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of Borrower’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by ▇▇▇▇▇▇ ▇▇▇, provided that this sentence shall automatically be deemed amended or modified if and to the Trustee extent ▇▇▇▇▇▇ Mae amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, if any, or published announcements and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The property subject to the security interest reflected in this instrument includes all of all the right, title and interest of ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the Transferor mortgage-backed securities program of the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in and this instrument relates in any way to the Receivables created Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇, whether now existing or hereafter arising, under and in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for connection with: (i) Liens permitted under subsection 2.05(b12 U.S.C. § 1721(g) of the Pooling and Servicing Agreement, any implementing regulations; (ii) the interest terms and conditions of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onthat certain Acknowledgment Agreement, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed herebySecurity Interest, all Insurance Proceeds relating to such Receivables by and all proceeds of any of between ▇▇▇▇▇▇ Mae, Debtor and EverBank; (iii) applicable Guaranty Agreements and contractual agreements between ▇▇▇▇▇▇ ▇▇▇ and the foregoing upon such creationDebtor; and (ziv) if the Assignment constitutes ▇▇▇▇▇▇ Mae Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides; and Such rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇ include, but are not limited to, ▇▇▇▇▇▇ Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the grant extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well. (i) The value of all Servicing Rights and/or Pledged Servicing Rights, as applicable, to Bank shall be periodically determined as required by Bank, and the Borrowing Base shall be adjusted to reflect each such determination and updating of the value of such Collateral; provided that, notwithstanding any other provision hereof to the contrary, Bank shall have the right, exercisable from time to time (daily or less often) in its sole discretion on any day after the occurrence and during the continuance of any Default or Event of Default to ▇▇▇▇ the Servicing Rights to market, whereupon, for purposes of determining the value of the Collateral for that day (and for each day thereafter until it shall thereafter be evaluated or re-evaluated by such an approved appraiser or broker or again marked to market by Bank) such Servicing Rights shall be equal to the market value on that day as determined by Bank in its sole and absolute discretion without regard to the then-current Servicing Rights Appraisal (which market value Borrower acknowledges may be nominal). Borrower acknowledges that a determination by Bank of market value pursuant to this Agreement is for the limited purpose of determining value of the Collateral for lending purposes under this Agreement without the ability to perform customary purchaser’s due diligence and is not necessarily equivalent to a determination of the fair market value of Collateral achieved by obtaining competing bids in an orderly market in which the servicer is not in default, insolvent or the subject of a case in bankruptcy and the bidders have adequate opportunity to perform customary diligence. (j) In the event that the buyer under the Mortgage Warehouse Agreement releases its security interest in any Purchased Mortgage Loans or other assets in which such buyer has a security interest to under the Trustee Warehouse Loan Agreement, then (except under the circumstances specified in such property, upon the filing last sentence of the financing statements as described in Section 2.01 section (c) of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge ReceivablesExhibit I hereto), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject Purchased Mortgage Loans or other assets that has been granted to Section 9-315(c) Bank hereunder shall automatically and without further action on the part of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBank be released hereunder.

Security Interest. This Assignment constitutes either (xa) As security for the payment and performance of any and all of the Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to Bank, Borrower and Guarantor hereby pledge to Bank and gives Bank a valid transfer continuing security interest in and assignment to the Trustee general Lien upon and right of set-off against, all right, title and interest of the Transferor Borrower or Guarantor in and to the Receivables created Collateral, whether now owned or hereafter acquired by Borrower or Guarantor. (b) Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Additional AccountsCollateral or to preserve any rights therein against prior parties, all monies and Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and Bank’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank’s options, powers or rights under this Agreement or otherwise arising. (c) Following an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, (i) transfer into the name of Bank or the name of Bank’s nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate thereon and (iii) receive and direct the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or disposition of any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementCollateral.

Security Interest. This Assignment constitutes either (xa) a valid transfer Each of the following items or types of property, whether now owned or hereafter acquired, now existing or hereafter created and assignment wherever located, is hereinafter referred to as (the “Purchased Items”): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes included therein, all Servicing Records relating to the Trustee Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which the Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of all right, title the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest of the Transferor in and payments with respect to the Receivables created in Purchased Assets and the Additional right to enforce such payments, the Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all monies due securities accounts to which any Purchased Assets consisting of “securities” or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds “security entitlements” (as defined in the UCC as in effect in the applicable jurisdictionUCC) of any of the foregoing have been credited, all Interest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and “investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (property” as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables or constituting any and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationand any and all replacements, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) substitutions, distributions on or proceeds of any and all of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementforegoing.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the full and assignment to punctual payment of the Trustee Debt and performance of all rightobligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, title and Borrower hereby grants to Lender a first-priority perfected security interest of the Transferor in and to the Receivables created in the Additional AccountsLockbox Account and Cash Management Account, all monies due interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or to become due with respect to such Receivables (including all Finance Charge Receivables)held therein, any and all amounts received with respect theretoinvested in Permitted Investments, all Insurance Proceeds relating to such Receivables and all proceeds "proceeds" (as defined in the UCC as in effect in the applicable jurisdictionstate in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing and all of such property will be held by the Trustee free and clear of or permit any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account attach thereto or any Series Account, as provided in the Pooling and Servicing Agreement and levy to be made thereon or any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property Financing Statements to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received be filed with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of . Borrower will maintain the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements created by this Section 10.3(a) as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest and will defend the right, title and interest of Lender in such property and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (subject b) Borrower authorizes Lender to Section 9-315(c) file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the UCC security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in effect exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Pooling Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and Servicing Agreementremedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the performance by the Borrower of all the terms, covenants and assignment agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Trustee Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest of in, to and under the Transferor in following, whether now owned or hereafter acquired, now existing or hereafter created, and to wherever located (collectively, the Receivables created in “Collateral”): (i) the Additional AccountsPledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to such Receivables the Pledged Timeshare Loans; (including iii) the Account Collateral; (iv) all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables Hedge Collateral; (v) the HGV Borrower Purchase Agreement and all proceeds remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (as defined vi) all present and future claims, demands, causes of action and choses in the UCC as action in effect in the applicable jurisdiction) respect of any or all of the foregoing and all payments on or under of such property will be held by the Trustee free every kind and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created nature whatsoever in respect of Additional Accounts conveyed hereby, any or all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) including all proceeds of the UCC as in effect conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) proceeds of the Pooling foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and Servicing Agreementall other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the Barbados Resort. (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. This Assignment constitutes either (xa) a valid transfer and assignment As security for the payment in full of the Purchase Money Obligations, each Loan Party hereby pledges to the Trustee Collateral Agent, its permitted successors and assigns, for the benefit of the Purchase Money Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Purchase Money Secured Parties, a security interest (the “Security Interest”) in all right, title and or interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of the assets and properties of such property will Loan Party described on Schedule II attached hereto and made a part hereof, as such Schedule II may be held by supplemented or modified from time to time to describe additional assets and properties of such Loan Party granted to secure such Loan Party’s Purchase Money Obligations (collectively, the Trustee free “Article 9 Collateral”), together with all books and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) records pertaining to the Article 9 Collateral, and, to the extent not otherwise included, all Proceeds and products of the Pooling Article 9 Collateral and Servicing Agreement, all assets and property affixed or appurtenant thereto. (iib) Each Loan Party hereby irrevocably authorizes the interest of the Transferor as Holder of the Transferor Certificate Collateral Agent at any time and (iii) the Transferor’s right from time to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided time to file in the Pooling and Servicing Agreement and proper jurisdictions any related Supplement or initial financing statements (yincluding, if applicable, fixture filings) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables Article 9 Collateral or any part thereof and all proceeds of any amendments thereto and continuations thereof that contain the information required by Article 9 of the foregoing upon such creation; and (z) if the Assignment constitutes the grant Uniform Commercial Code of a security interest to the Trustee in such property, upon each applicable jurisdiction for the filing of any financing statement or amendment, including (i) statements as to whether such Loan Party is an organization, the type of organization and any organizational identification number issued to such Loan Party and (ii) 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. Each Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Each Loan Party also ratifies its authorization for the Collateral Agent to file in any proper jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (c) The Security Interest is granted as described security only and shall not subject the Collateral Agent or any other Purchase Money Secured Party to, or in Section 2.01 any way alter or modify, any obligation or liability of the Pooling and Servicing Agreement any Loan Party with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any arising out of the foregoing, upon such creation, Article 9 Collateral (other than the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdictionduties expressly created hereunder), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either To secure payment of Merchant's obligations under this Agreement, Merchant grants to Bank a security interest in all now existing or hereafter acquired: (xa) a valid transfer Transactions, Sales Drafts, Credit Vouchers and assignment other items submitted to Bank for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with the Bank or any institution other than Bank, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (d) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (whether because this Agreement has been terminated or for any other reason), Bank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. In addition to the Trustee collateral pledged above, Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of all rightfunds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, title pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and take any actions required to comply with and perfect any security interest of the Transferor under this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Merchant represents and warrants that no other party has a security interest or lien in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing collateral pledged above, and ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all of such property indebtedness arising from Transactions will be held by the Trustee for bona fide sales of goods and services (or both) at its business locations and free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementliens, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onclaims, and investment earnings in respect ofencumbrances other than ordinary sales taxes; provided, the Finance Charge Accounthowever, the Principal Account that Merchant may sell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of Card Network. Notwithstanding the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject Provider prohibits Merchant from selling or assigning future Transaction receivables to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany third party without Provider’s prior written consent.

Security Interest. This Assignment constitutes either (xi) On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment fully perfected first priority security interest in the Purchased Assets, the Disbursement Account, any Agency Security or right to receive such Agency Security when issued but only to the Trustee extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Income, Ancillary Income and Advance Reimbursements related to the Purchased Assets, Mortgage Files related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Sellers’ rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (ii) In order to further secure the Obligations, each of POP and PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest of in, to and under the Transferor in Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Disbursement Account, the Records and all Servicing Rights related to the Receivables created Underlying Repurchase Assets, Ancillary Income and Advance Reimbursements related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Additional AccountsUnderlying Repurchase Assets, all monies due collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or to become due with respect to such Receivables (including all Finance Charge Receivables)similar purchase and sale agreement) between any Seller or its Affiliates, all amounts received with respect theretoon the one hand, all Insurance Proceeds relating to such Receivables and Buyer or Buyer’s Affiliates, on the other, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) substitutions or replacements of any and all of the foregoing and all of such property will be held by any proceeds (including the Trustee free related securitization proceeds) and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement distributions and any related Supplement other property, rights, title or (y) interests as are specified on a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable Trust Receipt and Custodian Asset Transmission with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). This paragraph is intended to constitute a first priority perfected security interest in such property (subject agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 9-315(c101(47)(A)(v) and 741(7)(A)(xi) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBankruptcy Code.

Security Interest. This Assignment constitutes either (x) a valid transfer On each Purchase Date, Seller hereby sells, assigns, and assignment conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Without prejudice to the Trustee of all right, title and interest intention of the Transferor parties that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in and to the Receivables created all of Seller’s right, title, and interest existing from time to time in the Additional AccountsPurchased Assets, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), the Servicer Account, any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all monies due insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to become due with respect any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts, USDA Loan Guaranty Agreements and VA Loan Guaranty Agreements (if any), any Income relating to such Receivables any Purchased Asset, any Interest Rate Protection Agreements relating to any Purchased Asset, and any other contract rights, accounts (including all Finance Charge Receivables)any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all amounts received with respect theretocollateral under any other secured debt facility (including, all Insurance Proceeds relating to such Receivables without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller on the one hand and Buyer or Buyer’s Affiliates on the other, and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) substitutions or replacements of any and all of the foregoing and all of such property will be held by any proceeds (including the Trustee free related securitization proceeds) and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement distributions and any related Supplement other property, rights, title or (y) interests as are specified on a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Repurchase Assets”). Seller acknowledges that it has no rights to service the Purchased Asset but only has rights as a first priority perfected party to the related Servicing Agreement (if any). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in such property (subject the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as in effect in Buyer, at its option, may deem appropriate. Seller shall pay the applicable jurisdiction), except filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all rightinsurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Sellers agree to execute, deliver and/or file such property will documents and perform such acts as may be held by reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) Sellers hereby authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series AccountSellers, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Sellers shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either (xa) a valid transfer and assignment Pursuant to the Trustee Custodial Agreement, Custodian shall hold the Purchased Loan Documents as exclusive bailee and agent for the benefit of all right, title and interest Buyer pursuant to the terms of the Transferor in Custodial Agreement and shall deliver to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds Buyer Trust Receipts (as defined in the UCC as in Custodial Agreement) each to the effect that it has reviewed such Purchased Loan Documents in the applicable jurisdictionmanner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Purchased Loan Documents as so reviewed. (b) Buyer and Seller intend that all Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transaction is deemed to be a loan, Seller hereby pledges all of its right, title, and interest in, to and under and grants a first priority lien on, and security interest in, all of the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Collateral”) to Buyer to secure the payment and performance of all other amounts or obligations owing to Buyer pursuant to this Agreement and the related documents described herein (collectively, the “Secured Obligations”): (i) each Purchased Loan and the Servicing Rights related thereto; (ii) all Purchased Loan Documents, including without limitation all promissory notes, and all Servicing Records, Servicing Agreements and any other collateral pledged or otherwise relating to such Purchased Loan, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto; (iii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to all Purchased Loan and all claims and payments thereunder; (iv) all other insurance policies and insurance proceeds relating to any Purchased Loan or the related Mortgaged Property; (v) all Interest Rate Protection Agreements, relating to or constituting any and all of the foregoing; (vi) the Buyer’s Account and all monies from time to time on deposit in the Buyer’s Account; (vii) any and all “securities accounts”, as defined in the UCC, relating to any of the foregoing and each “financial asset”, as defined in the UCC, contained therein, including, without limitation, any accounts described in Section 5(f); (viii) all of such property will be held by collateral, however defined, under any other agreement between Seller on the Trustee free one hand and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account Buyer or any Series Accountof its Affiliates on the other hand; (ix) all “general intangibles”, as provided in the Pooling “accounts,” “instruments”, “investment property”, “deposit accounts” and Servicing Agreement and any related Supplement or (y) a grant of a security interest (“chattel paper” as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables or constituting any and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.; and

Security Interest. This Assignment constitutes either (x) The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a valid transfer and assignment first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing #4821-3610-4420v6 or hereafter created or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) the Asset; (b) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset or any Assigned Lease, any lease assignments, novations or assumption agreements, relating to the Asset or any Assigned Lease, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above; (e) the Initial Lease and each other Lease of the Asset, whether or not owned by the Grantor, under which the Grantor is or may from time to time be the Lessor, together with any and all Asset Related Documents relating to such Initial Lease and each other Lease (any such Initial Lease and other Leases and Asset Related Documents being referred to individually as an “Assigned Lease” and collectively as the “Assigned Leases”), including without limitation, (A) all rights of the Grantor to all Lease Payments, however denominated, under such Assigned Leases, (B) all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty pursuant to or with respect to such Assigned Leases, (C) claims of the Grantor for damages arising out of or for breach or default under such Assigned Leases, (D) all rights of the Grantor to receive and any and all rights to amend, waive, modify and give notices, approvals and consents under such Assigned Leases, (E) all rights of the Grantor under any such Assigned Lease with respect to any sublease of any such Asset, (F) all rights of the Grantor to terminate any such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity, (G) all rights of the Grantor to #4821-3610-4420v6 possession of any Asset under an Assigned Lease and (H) all other rights and property of the Grantor included therein together with all payments, including without limitation all rent, damages, expenses, indemnities and other amounts due to the Grantor (or any Person claiming by, through or under the Grantor) thereunder; (f) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of all the estate, right, title and interest of every nature whatsoever of the Transferor Grantor in and to the Receivables created in the Additional Accountssame and every part thereof; and (g) all proceeds, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)howsoever arising, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing. BUT EXCLUDING, upon such creationHOWEVER, the Trust shall have a first priority perfected Excluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security interest in such property (subject to Section 9-315(c) of for the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementSecured Obligations.

Security Interest. This Assignment constitutes either (x) a valid transfer On each Purchase Date, each Seller hereby sells, assigns and assignment to the Trustee conveys all of all right, title its rights and interest of the Transferor in and to the Receivables created interests in the Additional Accounts, Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all monies due or to become due with respect to such Receivables Transactions hereunder be sales and purchases and not loans (including all Finance Charge Receivablesother than as set forth in Section 21 for U.S. tax purposes), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC event any such Transactions are deemed to be loans, and in any event each Seller hereby pledges to Buyer as in effect in security for the applicable jurisdiction) performance by Sellers of any of the foregoing their Obligations and all of such property will be held by the Trustee free hereby grants, assigns and clear of any Lien except for pledges to Buyer a fully perfected first priority security interest in: (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, Purchased Mortgage Loans; (ii) the interest of Records related to the Transferor as Holder of the Transferor Certificate and Purchased Mortgage Loans; (iii) the TransferorProgram Documents (to the extent such Program Documents and such Seller’s right thereunder relate to receive the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Mortgage Loans; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan; (vii) any Servicing Rights, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any, including, for the avoidance of doubt, all debenture interest accruing onpayable to HUD on account of a ▇▇▇▇▇▇ ▇▇▇ Early Buyout Loan); (ix) any Income relating to any Purchased Mortgage Loan; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; 45 (xiv) any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, and investment earnings in respect ofrights to payment (including payments of interest or finance charges) to the extent that the foregoing relates to any Purchased Mortgage Loan; (xv) any other assets relating to the Purchased Mortgage Loans (including, the Finance Charge Accountwithout limitation, the Principal Account any other accounts) or any Series Account, as provided interest in the Pooling and Servicing Agreement and any related Supplement or Purchased Mortgage Loans; (yxvi) a grant of a security interest chattel paper (as defined in the UCC as in effect in the applicable jurisdictionincluding electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in such property each case to the Trustee, which is enforceable extent that the foregoing specifically relates to the Purchased Mortgage Loans; and (xvii) together with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect accessions and additions thereto, all Insurance Proceeds relating to such Receivables substitutions and replacements therefor, and all products and proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances to the extent that the foregoing specifically relates to the Purchased Mortgage Loans and whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (x) a valid transfer and assignment 4.1 Assignor hereby grants to the Trustee of Factor as collateral, to secure all right, title and interest of the Transferor debts, liabilities and obligations of Assignor to Factor under this Agreement, including all costs and expenses incurred by Factor in and to connection with the Receivables created enforcement of its rights under this Agreement, a security interest in the Additional Accountsfollowing property of Assignor: (a) all Accounts (except for the Excluded Account), wherever located or situated, and whether now existing or arising in the future, and whether now owned or at any time in the future acquired by Assignor, together with all proceeds and monies due or to become becoming due with respect on such Accounts; all guaranties, insurance and security for such Accounts; all security reserves related to such Receivables (including Accounts; all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating of Assignor’s rights and interests in the goods giving rise to such Receivables Accounts, and the rights associated with or related or pertaining to such goods, including without limitation the right of stoppage in transit and any and all proceeds (related insurance, any items substituted therefore as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing replacements and all additions thereto; (b) all of such property will be held by Assignor’s chattel paper, instruments, general intangibles, securities, contract rights and insurance associated with or related to the Trustee free Accounts; (c) all equipment, inventory, and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate deposit accounts; and (iiid) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon Accounts, property, rights and interests. Factor in its own name, or Factor’s collateral agent Electus 116 Trust in its name as the conveyance agent of such Receivables to the TrustFactor, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables may file financing statements and all proceeds amendments thereto describing as the collateral any or all of the foregoing collateral by any description Factor or its collateral agent deems appropriate in any jurisdiction or office Factor or its collateral agent deems appropriate to perfect Factor’s security interest in foregoing collateral. 4.2 In the event of Assignor’s breach of any warranty made in this Agreement or the Assignor’s failure to observe or perform any of the foregoing upon such creation; provisions or obligations of this Agreement, Assignor shall be in default, and (z) if Factor may enforce payment and exercise any and all of the Assignment constitutes rights and remedies provided by Article 9 of the grant of a security interest to the Trustee in such propertyUniform Commercial Code. In addition, upon default by Assignor, Factor shall also have the filing of right to take all actions necessary to collect the financing statements as described in Section 2.01 of Accounts directly from the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementAccount Debtors.

Security Interest. This Assignment constitutes either (xa) As security for the payment and performance of any and all of the Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to Lender, Borrower hereby pledges to Lender and gives Lender a valid transfer continuing security interest in and assignment to the Trustee general Lien upon and right of set-off against, all right, title and interest of the Transferor Borrower in and to the Receivables created Collateral, whether now owned or hereafter acquired by Borrower and wherever located. (b) Except as herein or by applicable law otherwise expressly provided, Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Additional AccountsCollateral or to preserve any rights therein against prior parties, all monies and Borrower agrees to take such steps. In any case Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Lender to take and Lender's omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Lender's options, powers or rights under this Agreement or otherwise arising. (c) Lender may at any time and from time to time, with or without notice to Borrower, (i) transfer into the name of Lender or the name of Lender's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Lender of any amounts due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate thereon and (iii) receive and after a Default or Event of Default direct the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or disposition of any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementCollateral.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and assignment all servicing rights related to the Trustee Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Payment Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all rightcollateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and interest of the Transferor in Mortgage Loan Schedule and to the Receivables created in the Additional Accounts, all monies due or to become due Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”), provided that no Default, Event of Default or Margin Deficit exists, the Buyer shall have a first priority perfected release its security interest in such property (subject the Purchased Mortgage Loans upon payment in full to Section 9-315(c) the Buyer of the UCC Repurchase Price with respect thereto. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets without each Seller’s signature thereon as in effect in the applicable jurisdiction)Buyer, except at its option, may deem appropriate. The Sellers shall pay the filing costs for Liens permitted under subsection 2.05(b) any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Pooling Repurchase Price for all Purchased Mortgage Loans and Servicing Agreementall other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interest in any remaining Repurchase Assets.

Security Interest. This Assignment constitutes either (x) a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a valid transfer and assignment fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the Trustee extent backed by any of the Purchased Mortgage Loans, the Records, and all rightrelated Servicing Rights, title the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take‑out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets, in each case, relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of such property will be held by the Trustee free foregoing and clear in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of any Lien except for (idoubt, Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) Liens permitted under subsection 2.05(band 741(7)(A)(xi) of the Pooling Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and Servicing Agreement, (ii) the perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcreated hereby. Furthermore, the Finance Charge Account, Seller hereby authorizes Administrative Agent to file financing statements relating to the Principal Account or any Series AccountRepurchase Assets, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Administrative Agent, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Seller shall pay the filing of the costs for any financing statement or statements as described in prepared pursuant to this Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either As security for (xi) Business’s obligation to pay the Total Payment Amount and (ii)Business’s obligation to pay all other obligations and liabilities owed to Lender by Business from time to time under this Agreement or any other document or agreement now or hereafter entered into between Lender and Business (collectively, the “Secured Obligations”), Business hereby grants, assigns and pledges to Lender a valid transfer continuing and assignment to the Trustee of all right, title unconditional lien on and security interest of the Transferor in and to the Receivables created in following, whether now owned or hereafter acquired or arising and wherever located (collectively, the Additional Accounts“Account Collateral”): (a) the Business’s PayPal Account, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables any other PayPal account of the Business and all proceeds balances in such PayPal accounts; (b) all general intangibles (as that term is defined in Article 9 of the UCC Uniform Commercial Code as in effect in the applicable jurisdictionState of Utah), all payment intangibles, all rights to payment, and all other rights (whether arising under common law, statutes, regulations, or otherwise), of the Business, in each case, arising with respect to, or in connection with, the Business’s PayPal Account and/or any other PayPal account of the Business (c) all money, cash equivalents, and other assets of the Business that now or hereafter come into the possession, custody, or control of the Lender or PayPal (or any of the foregoing their respective agents or designees); and (d) all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest proceeds (as such term is defined in the UCC as in effect in the applicable jurisdiction)UCC) and products, in such property to the Trusteewhether tangible or intangible, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing. In furtherance of the intentions of the parties hereto, upon such creation, the Trust this Agreement shall have a first priority perfected constitute written notice to all interested parties of L▇▇▇▇▇’s security interest in such property (subject to Section 9-315(c) the Account Collateral. The Business acknowledges and agrees that so long as any of the UCC as in effect in Secured Obligations remain outstanding, the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) Business’s PayPal Account and any other PayPal account of the Pooling Business and Servicing any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither the Business nor any other person or entity, acting by, through or under the Business, shall have any control over the use of, or any right to withdraw any amount from such PayPal accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of a default under this Agreement. In addition, Lender shall have the exclusive rights (i) to require that any bank or securities intermediary at which any Account Collateral may be located acknowledge Lender’s security interest in and control of the Account Collateral for purposes of perfecting Lender’s security interest therein and (ii) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Account Collateral to fulfill Business’s Secured Obligations herein.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Administrative Agent for the benefit of the Buyers as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of the Buyers a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title and including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Repurchase Price with respect thereto. In such property will be held by the Trustee free and clear of any Lien except for event, (i) Liens permitted under subsection 2.05(b) this Agreement shall constitute a security agreement, and the Administrative Agent shall have all of the Pooling rights of a secured party under applicable law and Servicing Agreement, (ii) the interest each of the Transferor Sellers and each Buyer represents and warrants as Holder to itself that each remittance of the Transferor Certificate and amounts by a Seller to such Buyer under this Agreement will have been (iiix) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided payment of a debt incurred by such Seller in the Pooling ordinary course of business or financial affairs of such Seller and Servicing Agreement such Buyer and any related Supplement or (y) a grant made in the ordinary course of a business or financial affairs of such Seller and such Buyer. Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest (as defined in created hereby for the UCC as in effect in benefit of the applicable jurisdiction)Buyers. Furthermore, in such property the Sellers hereby authorize the Administrative Agent to file financing statements relating to the TrusteeRepurchase Assets, which is enforceable with respect to then existing Receivables of as the Additional AccountsAdministrative Agent, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)at its option, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Sellers shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either (x) a valid transfer and assignment Assignor hereby grants to the Trustee of Factor as collateral to secure all right, title and interest of the Transferor debts, liabilities and obligations of Assignor to Factor under this Agreement, including all costs and expenses incurred by Factor in and to connection with the Receivables created enforcement of its rights under this Agreement, a security interest in the Additional following property of Assignor: (a) all Accounts (other than Excluded Accounts), wherever located or situated, and whether now existing or arising in the future, and whether now owned or at any time in the future acquired by Assignor, together with all proceeds and monies due or becoming due on such Accounts (other than Excluded Accounts); all guaranties, insurance and security for such Accounts (other than Excluded Accounts) ; all security reserves related to become due with respect any Purchased Accounts; all of Assignor’s rights and interests in the goods giving rise to such Receivables Accounts (including all Finance Charge Receivablesother than Excluded Accounts), and the rights associated with or related or pertaining to such goods, including without limitation the right of stoppage in transit and any and all amounts received with respect related insurance, any items substituted therefore as replacements and all additions thereto; (b) all of Assignor’s chattel paper, all Insurance Proceeds instruments, general intangibles, securities, contract rights and insurance evidencing or relating to such Receivables the Accounts (other than Excluded Accounts); (c) all equipment and all proceeds inventory (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementother than Excluded Equipment), (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iiid) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon (other than the conveyance proceeds of such Receivables to Excluded Accounts and Excluded Equipment). Factor in its own name, or Factor’s collateral agent Electus 116 Trust in its name as the Trustagent of Factor, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables may file financing statements and all proceeds of any of amendments thereto describing the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest collateral in any jurisdiction or office Factor or its collateral agent deems appropriate to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected perfect Factor’s security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.foregoing collateral. The term "

Security Interest. This Assignment constitutes either (xa) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment to the Trustee fully perfected first priority security interest in all of all Seller’s right, title and interest in, to and under each of the Transferor following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as the “Primary Repurchase Assets”: (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing; (iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (“money” as defined in the UCC Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and LEGAL02/43457575v11 (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in effect full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the applicable jurisdictionbuyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of such property will be held by the Trustee free foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and clear of any Lien except for instructed to (i) Liens permitted remit to such buyer directly any amounts otherwise payable to Seller under subsection 2.05(b) of the Pooling this Agreement and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right deliver to receive interest accruing onsuch buyer all Subordinated Pledge Assets otherwise deliverable to Seller, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to extent all obligations then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created owing under this Agreement have been paid in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any full. In furtherance of the foregoing, upon such creationrepayment of the outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the Trust buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall have automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof. (f) The foregoing provisions of this Section 4.02 are intended to constitute a first priority perfected security interest in such property (subject agreement or other arrangement or other credit enhancement related to Section 9-315(cthis Agreement and the LEGAL02/43457575v11 Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBankruptcy Code.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the full and assignment to punctual payment of the Trustee Debt and performance of all rightobligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, title and Borrower hereby grants to Lender a first-priority perfected security interest of the Transferor in and to the Receivables created in the Additional AccountsLockbox Account and Cash Management Account, all monies due interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or to become due with respect to such Receivables (including all Finance Charge Receivables)held therein, any and all amounts received with respect theretoinvested in Permitted Investments, all Insurance Proceeds relating to such Receivables and all proceeds “proceeds” (as defined in the UCC as in effect in the applicable jurisdictionstate in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing and all of such property will be held by the Trustee free and clear of or permit any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account attach thereto or any Series Account, as provided in the Pooling and Servicing Agreement and levy to be made thereon or any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property Financing Statements to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received be filed with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of . Borrower will maintain the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements created by this Section 10.3(a) as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest and will defend the right, title and interest of Lender in such property and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (subject b) Borrower authorizes Lender to Section 9-315(c) file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the UCC security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in effect exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Pooling Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and Servicing Agreementremedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage. (d) Notwithstanding anything to the contrary contained herein, For purposes of this Article 10 only, “Business Day” shall mean a day on which Lender and Lockbox Bank are both open for the conduct of substantially all of their respective banking business at the office in the city in which the Note is payable, with respect to Lender, and at the office in the city where the Lockbox Account is maintained, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays).

Security Interest. This Assignment constitutes either (x) a valid transfer and assignment The Lender is willing to make the Revolving Credit Loans to the Trustee Borrower and to issue the Letters of Credit upon the condition that the Guarantor grant to and create in favor of the Lender security interests in certain property of the Guarantor as security for (i) the payment of the Revolving Credit Note, the LOC Obligations and the Guaranty, (ii) the payment of all rightamounts owing pursuant to this Security Agreement, title the Loan Agreement and interest the other Loan Documents, (iii) the performance by the Guarantor of, and compliance with, all of the Transferor terms, covenants, conditions, stipulations and agreements contained in this Security Agreement, the Loan Agreement, the Guaranty and to the Receivables created other Loan Documents, (iv) the performance by the Borrower of, and compliance with all of the terms, covenants, conditions, stipulations and agreements contained in the Additional AccountsLoan Agreement, all monies due the Revolving Credit Note and the other Loan Documents; (v) the repayment of (a) any amounts the Lender may advance or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds spend for the maintenance or preservation of the Collateral (as defined in hereinafter) and (b) any other expenditures that the UCC as in effect in Lender may make under the applicable jurisdictionprovisions of this Security Agreement or for the benefit of the Guarantor, (vi) all amounts owed under any modification, renewals or extensions of any of the foregoing obligations, (vii) any and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) obligations, contingent or otherwise, whether now existing or hereafter arising, of the Pooling and Servicing AgreementBorrower to the Lender arising under or in connection with any Rate Management Transaction, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iiiviii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon that arises after the filing of a petition by or against the financing statements as described in Section 2.01 Guarantor or the Borrower under the Bankruptcy Code, even if the obligations do not accrue because of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due automatic stay under Bankruptcy Code §362 or to become due with respect to such Receivables otherwise (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationcollectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction“Secured Obligations”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and assignment all servicing rights related to the Trustee of Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all rightSettlement Accounts and all amounts held therein, title the Disbursement Account and all amounts held therein, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Receivables created extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)collateral under any other secured debt facility between Affiliates of Seller on the one hand and the Buyer and the Buyer’s Affiliates on the other, all amounts received with respect theretocollateral under any other secured debt facility between Seller on the one hand and the Buyer’s Affiliates on the other, all Insurance Proceeds relating to such Receivables collateral under any other secured debt facility between the Seller and all proceeds (as defined the Buyer in which the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account Buyer has or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) obtains a grant of a perfected security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon through action other than the filing of the financing statements statement filed in connection with this Repurchase Agreement, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described in Section 2.01 of the Pooling are specified on a Trust Receipt and Servicing Agreement Mortgage Loan Schedule and Exception Report with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”). Notwithstanding the foregoing or any other provisions of this Repurchase Agreement, Repurchase Assets shall not include any portion of Seller’s web site (currently located at the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇), Seller’s non-prime or sub-prime automated underwriting system, or any of the computer programs, software or documentation related to the foregoing, whether now existing or hereafter created, and Buyer acknowledges and agrees that it shall have a first priority perfected no security or other interest in therein. The Seller hereby authorizes the Buyer to file such property (subject financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either (x) a valid transfer On each Purchase Date, Seller hereby sells, assigns and assignment to the Trustee of conveys all right, title rights and interest of the Transferor in and to the Receivables created interests in the Additional Accounts, Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all monies due or to become due with respect to such Receivables Transactions hereunder be sales and purchases and not loans (including all Finance Charge Receivablesother than as set forth in Section 20 for U.S. tax purposes), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as in effect in security for the applicable jurisdiction) performance by Seller of any of the foregoing its Obligations and all of such property will be held by the Trustee free hereby grants, assigns and clear of any Lien except for pledges to Buyer a fully perfected first priority security interest in: (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, Purchased Assets; (ii) the interest of Records related to the Transferor as Holder of the Transferor Certificate and Purchased Assets; (iii) the TransferorProgram Documents (to the extent such Program Documents and Seller’s right thereunder relate to receive the Purchased Assets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any other contract rights, accounts (including any interest accruing onof Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; (xiv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; (xv) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; and (xvi) together with all accessions and additions thereto, substitutions and replacements therefor, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling all products and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (xi) a valid transfer On each Purchase Date, each Seller hereby sells, assigns and assignment conveys to the Trustee of Buyer all right, title and interest of the Transferor in and to the Receivables created in the Additional Accountsinterest, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)including, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed herebyServicing Released Mortgage Loans, all Insurance Proceeds relating to such Receivables of each Seller’s Servicing Rights, and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accountsthe Servicing Retained Mortgage Loans, all monies due of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in each Seller’s rights, title and interest in the Purchased Assets, the Records related to the Purchased Assets, all Servicing Rights related to the Purchased Assets (to the extent of its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to become due any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, inin each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Trust shall have Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. The assets set forth in this clause (i) are the “Repurchase Assets”. Without limiting the generality of the foregoing and in the event that Sellers are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a first priority perfected security interest in such property (subject the related Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC Bankruptcy Code. The Sellers hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as in effect in Buyer, at its option, may deem reasonable and appropriate. The Sellers shall pay the applicable jurisdiction), except filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 9.

Security Interest. This Assignment constitutes either (x) To secure the prompt payment to Lender of the Indebtedness and any and all other Obligations now existing or hereafter arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender a valid transfer first priority and assignment continuing security interest in and to the Trustee following property of Borrower, whether now owned or existing or hereafter acquired or arising and wheresoever located and all proceeds of the foregoing (collectively, the “Collateral”): (a) all right, title, and interest of Borrower in and to the Receivables (including the Bridge Mortgage Loans and all servicing rights related thereto) and the Mortgage Loan Documents, including, without limitation, such Bridge Mortgage Loans originated by Borrower pursuant to Section 7.1(k) hereof; (b) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to investment proceeds received or payable to it on the principal portion of each Funded Reserve Loan withheld for payment of future construction advances with respect to such Mortgage Loans; (c) all right, title, and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower which secures (or constitutes collateral for) any of the Mortgage Loan Documents (including each Mortgage Note) and other instruments or agreements which evidence any of the Receivables, including all right, title and interest of the Transferor in and to the Receivables created all financing statements perfecting such security interests in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing foregoing; (d) all right, title, and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate ▇▇▇▇▇▇▇▇ in and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of perfecting the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds security interests of any of the foregoing; (e) all right, upon title, and interest of ▇▇▇▇▇▇▇▇ in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Receivables; (f) all right, title, and interest of Borrower in and to all insurance policies pertaining to or obtained by Account Debtor or Borrower in connection with, or arising out of, any Mortgage Loan Document or the Mortgaged Properties including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance, any income (whether principal, interest, dividends or other distributions) relating to any Receivables; (g) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all commitments and other agreements to purchase any Receivables; (h) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all collections on, and proceeds of or from (including Interest Proceeds and Principal Proceeds), any and all of the foregoing (hereafter collectively called “Collections”); (i) all files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Receivables (including all information, data, programs, tapes, discs, and cards necessary to administer and service such creationReceivables); (j) all contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in subparagraphs (a) through (h) above; (k) all now existing or hereafter arising rights to service, administer and/or collect Bridge Mortgage Loans and all rights to the Trust shall have payment of money on account of such servicing, administration and/or collection activities; (l) monies, securities and property, now or hereafter held, received by, or entrusted to, in the possession or under the control of Lender or a first priority perfected security interest bailee of Lender and all investment property now or hereafter owned by ▇▇▇▇▇▇▇▇; (m) to the extent not listed above, all Accounts, Goods, General Intangibles, Instruments, Investment Property, and Supporting Obligations (in each case, as such property (subject to Section 9-315(cterms are defined in Article 9 of the UCC) of Borrower; (n) the UCC as in effect in Funding Account and the applicable jurisdictionCash Collateral Account; (o) all securities or Investment Property acquired with the proceeds of a Tranche C Loan; (p) accessions to, substitutions for and all replacements, products and Proceeds of the foregoing, including proceeds of insurance policies (including but not limited to claims paid and premium refunds); (q) books and records (including customer lists, except for Liens permitted under subsection 2.05(bcredit files, tapes, ledger cards, computer software and hardware, electronic data processing software, computer printouts, and other computer materials and records) of Borrower evidencing or containing information regarding any of the Pooling foregoing; and (r) all cash and Servicing Agreementcash equivalents, inventory, equipment, fixtures, patents, trade names, trademarks, and copyrights of Borrower.

Security Interest. This Assignment constitutes either (xA) a valid transfer To secure the Borrower’s full and assignment punctual payment and performance of all present and future Indebtedness to the Trustee Lender or any successor or transferee thereof, including without limitation all promissory notes heretofore or hereafter executed by the Borrower pursuant to the Loan Agreement, in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney’s fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements relating to interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other similar transaction), the Pledgor hereby pledges, pawns, transfers and grants to the Lender a continuing security interest in and to all of the following property of the Pledgor, whether now owned or existing or hereafter acquired or arising (collectively the “Collateral”): One Hundred Thousand (100,000) shares of the common stock of NGS Sub. Corp., a Delaware corporation (“NGS Sub”) represented by Certificate No. CS-i dated September 26, 2003, registered in the Pledgor’s name, together with any additional shares of NGS Sub issued hereafter as stock dividends, stock splits or otherwise, or shares received as a result of any merger or consolidation of NGS Sub, all rights of any nature whatsoever which may be issued or granted by NGS Sub to the Pledgor, all right, title and interest of the Transferor in and Pledgor as a shareholder of NGS Sub including without limitation the right to the Receivables created in the Additional Accountsvote, all certificates and instruments representing or evidencing all such shares and rights, all cash, liquidation and other dividends now or hereafter declared thereon, all stock redemption payments and all other monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)thereunder, all amounts received with respect stock warrants and other rights to subscribe to securities now or hereafter incident thereto or declared or granted in connection therewith, and all distributions (cash or property) made or to be made in connection therewith or incident thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable together with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin whatever form. NGS Sub is hereinafter sometimes referred to as the “Subsidiary”. (C) The security interests are granted as security only and shall not subject the Lender to, the Trust shall have a first priority perfected security interest or transfer or in such property (subject to Section 9-315(c) any way affect or modify, any obligation or liability of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) Pledgor with respect to any of the Pooling and Servicing AgreementCollateral or any transaction in connection therewith.

Security Interest. This Assignment constitutes either a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (x) other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment to fully perfected first priority security interest in all of the Trustee of all Seller’s right, title and interest of the Transferor in and to the Receivables created Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and Income, the Securities Account, the Interest Rate Protection Agreements, the Loan Security Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Assets, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer may reasonably deem appropriate. The Seller shall pay the reasonable filing costs for any financing statement or statements prepared pursuant to this Section. b. The parties acknowledge and agree that (i) by reason of Section 8-103(a) of the Uniform Commercial Code, the Mezzanine Loan Subsidiary Interests constitute “securities” within the meaning of Section 8-102(a)(15) of the Uniform Commercial Code, and (ii) by reason of the applicable provisions of the Mezzanine Loan Subsidiary Corporate Agreement, each of such property will “securities” constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the Uniform Commercial Code. In order to perfect Buyer’s security interest in the Mezzanine Loan Subsidiary Interests pursuant to Section 8-106(b)(1) of the Uniform Commercial Code, Seller shall deliver to Buyer in the State of New York all security certificates evidencing and/or representing the Mezzanine Loan Subsidiary Interests, together with an undated transfer power covering each such security certificate duly indorsed in blank, to be held by Buyer subject to the terms hereof as security for the Obligations (in the event any Transaction is deemed to be a loan). If Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, become entitled to receive or shall receive any certificate evidencing any equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary, whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Trustee free and clear of Buyer subject to the terms hereof as additional security for the Obligations (in the event that any Lien except for (i) Liens permitted under subsection 2.05(b) Transaction is deemed to be a loan). Any sums paid upon or in respect of the Pooling Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations (in the event that any Transaction is deemed to be a loan). If following the occurrence and Servicing Agreement, (ii) during the interest continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Transferor Mezzanine Loan Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Seller, as Holder additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Seller shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Transferor Certificate Mezzanine Loan Subsidiary Interests and (iii) the Transferor’s right Preferred Equity Investments and to receive interest accruing on, exercise all voting and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable stockholder rights with respect to the Receivables thereafter created Mezzanine Loan Subsidiary Interests and Preferred Equity Investments, as applicable; provided, however, that no vote shall be cast or stockholder right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or Preferred Equity Investments, as applicable or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, Seller will not (i) vote to enable, or take any other action to permit, Mezzanine Loan Subsidiary to issue any capital stock of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any capital stock of Mezzanine Loan Subsidiary, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or Preferred Equity Investments or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of Additional Accounts conveyed herebyany Person with respect to, all Insurance Proceeds relating the Mezzanine Loan Subsidiary Interests, Preferred Equity Investments, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Mezzanine Loan Subsidiary Corporate Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Seller to such Receivables and all proceeds of sell, assign or transfer any of the foregoing upon such creation; Mezzanine Loan Subsidiary Interests or Preferred Equity Investments. c. The Buyer, Seller and (z) if Mezzanine Loan Subsidiary each hereby agrees that in order to further secure Seller’s Obligations hereunder, the Assignment constitutes Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the grant performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans, the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (to the Trustee extent such Program Agreements and Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of Mezzanine Loans in such propertyescrow accounts) and any other contract rights, upon instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the filing of Mezzanine Loans (including, without limitation, any other accounts) or any interest in the financing statements as described in Section 2.01 of Mezzanine Loans, and any proceeds (including the Pooling related securitization proceeds) and Servicing Agreement distributions with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall have a first priority perfected be deemed to be part of the Repurchase Assets. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest in such property (subject created hereby. Furthermore, Seller hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 9-315(c101(47)(v) of the UCC as in effect in Bankruptcy Code. d. The parties acknowledge and agree that the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of Mezzanine Loan Subsidiary is acquiring the Pooling Mezzanine Loans subject to and Servicing Agreementsubordinate to Buyer’s security interest.

Security Interest. This Assignment constitutes either (x) a valid transfer On each Purchase Date, Seller hereby sells, assigns and assignment to the Trustee of conveys all right, title rights and interest of the Transferor in and to the Receivables created interests in the Additional Accounts, Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all monies due or to become due with respect to such Receivables Transactions hereunder be sales and purchases and not loans (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (other than as defined set forth in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except Section 21 for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdictionU.S. tax purposes), in the event any such property Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a perfected first priority security interest in the Purchased Assets; the Records related to the TrusteePurchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, which is enforceable with respect escrow letter or settlement agreement relating to then existing Receivables of any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the Additional related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Warehouse Accounts; the Operating Account; the benefits allocable from any Hedge Agreements relating to any Purchased Asset; and any other contract rights, all monies due or to become due with respect to such Receivables accounts (including all Finance Charge Receivablesany interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; and accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; together with all amounts received with respect accessions and additions thereto, all Insurance Proceeds relating to such Receivables substitutions and replacements therefor, and all products and proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Takeout Commitments, Property, all rightinsurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, title including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Certificates (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Request for Certification and/or Trust Receipt and Certification, in all of such property will be held by the Trustee free and clear of any Lien except for instances, whether now owned or hereafter acquired, now existing or hereafter created (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcollectively, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (x) On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the related Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a valid transfer court or other forum recharacterizes the Transactions hereunder as other than sales, and assignment to the Trustee as security for Seller’s performance of all rightof its Obligations, and in any event, Seller hereby grants, conveys and assigns, as applicable, to Buyer, a first priority security interest in all of Seller’s rights, title and interest of the Transferor in and to the Receivables following property, whether now existing or hereafter created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for acquired: (i) Liens permitted under subsection 2.05(b) each Purchased Asset which is the subject of a Transaction hereunder and each Pledged Asset which is pledged in connection with a Transaction hereunder, including without limitation the Pooling REO Subsidiary Interests and Servicing Agreementthe Participation Interests, (ii) the all beneficial interest of the Transferor as Holder of the Transferor Certificate Seller in any Underlying Mortgage Loans and Underlying REO Property identified on a Confirmation and in any Underlying REO Properties identified in a notice in accordance with Section 4(d)(ii), in each case delivered by Seller to Buyer from time to time, (iii) any other collateral pledged or other assets relating to the Transferor’s right Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iv) Servicing Advances and rights to reimbursement thereof, (v) the Servicing Records, any applicable servicing agreement and the related Servicing Rights related to the Purchased Assets, Underlying Mortgage Loans, Underlying REO Properties and Pledged Assets, (vi) all rights of Seller to receive interest accruing onfrom any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File, and investment earnings in respect ofServicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Finance Charge Account, the Principal Account Asset File or any Series Account, as provided in the Pooling and Servicing Agreement and any File related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the TrusteePurchased Assets, which is enforceable with respect to then existing Receivables of the Additional AccountsUnderlying Mortgage Loans, all monies due Underlying REO Properties or to become due with respect to such Receivables Pledged Assets, (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (zvii) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.the

Security Interest. This Assignment constitutes either 3.1 As security for the prompt, complete and indefeasible payment when due (xwhether on the payment dates or otherwise) a valid transfer and assignment of all the Secured Obligations (other than obligations arising under the Warrant), the Borrowers grant to the Trustee Collateral Agent for the benefit of the Lender a security interest in all of the Borrowers’ right, title and interest of the Transferor in and to all of their personal property now owned or hereafter acquired, including the Receivables created in following (collectively, the Additional Accounts“Collateral”): (a) Receivables; (b) Equipment (but excluding leased Equipment or Equipment financed by purchase money indebtedness (and any accessions, all monies due attachments, replacements or improvements thereon) that is subject to become due with respect a Lien that is permitted pursuant to such Receivables subsection (including all Finance Charge Receivables)vii) of the definition of “Permitted Liens”, all amounts received with respect theretowhich is securing Indebtedness permitted pursuant to subsection (iii) of the definition of “Permitted Indebtedness”, all Insurance Proceeds provided, that (x) the foregoing exclusion shall apply only to the extent the applicable lease or finance contract relating to such Receivables Equipment prohibits the granting of security interests other than such Permitted Lien and all proceeds (as defined in y) upon the UCC as in effect in release of any such Lien, such Equipment (and any accessions, attachments, replacements or improvements thereon) shall be deemed to be Collateral hereunder and shall be subject to the applicable jurisdictionsecurity interest granted herein); (c) Fixtures; (d) General Intangibles; (e) Inventory; (f) Investment Property (but excluding thirty-five percent (35%) of the voting capital stock of any foreign Subsidiary if to not exclude such stock would cause such Borrower material adverse tax consequences under Internal Revenue Code Section 956 (or any successor statute); (g) Deposit Accounts; (h) Cash; (i) Goods; (j) Commercial Tort Claims; all customer lists, software, and business records related to any of the foregoing; and other tangible and intangible personal property of the Borrowers whether now or hereafter owned or existing, leased, consigned by or to, or acquired by, any Borrower and wherever located; and, to the extent not otherwise included, all Proceeds of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) each of the Pooling foregoing; provided, however, that the Collateral does not include Intellectual Property, but shall include all Accounts and Servicing General Intangibles that consist of rights to payment and proceeds from the sale, licensing or disposition of all or any part, or rights in, the Intellectual Property (the “Rights to Payment”). Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to have a security interest in the Rights to Payment, then the Collateral shall automatically, and effective as of the date of this Agreement, (ii) include the Intellectual Property to the extent necessary to permit perfection of the security interest of the Transferor as Holder Collateral Agent for the benefit of the Transferor Certificate Lender in the Rights to Payment. Upon payment in full in cash of the Secured Obligations (other than inchoate indemnity obligations and (iiiany other obligations which, by their terms, are to survive the termination of this Agreement) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofat such time as this Agreement has been terminated, the Finance Charge AccountCollateral Agent shall, the Principal Account or any Series Accountat Borrowers’ sole cost and expense, as provided release its Liens in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables Collateral and all proceeds of any of the foregoing upon the conveyance of such Receivables rights therein shall revert to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBorrowers.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the performance by the Borrower of all the terms, covenants and assignment agreements on the part of the Borrower to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Trustee Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in, all of the Borrower’s right, title and interest in, to and under all of the Transferor in and to following, whether now or hereafter owned, existing or arising (collectively, the Receivables created in the Additional Accounts“Collateral”): (i) all Pool Receivables, (ii) all monies due or to become due Related Security with respect to such Receivables (including all Finance Charge Pool Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due Collections with respect to such Receivables Pool Receivables, (including iv) the Lock-Boxes and Lock-Box Accounts and all Finance Charge Receivablesamounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all amounts received with respect theretothe rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, all Insurance Proceeds relating to notwithstanding that such Receivables wording may be broader in scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all proceeds of any of the foregoing upon the conveyance of obligations (other than those expressly stated to survive such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(ctermination) of the UCC as in effect in Administrative Agent, the applicable jurisdiction)Lenders and the other Credit Parties hereunder shall terminate, except for Liens permitted under subsection 2.05(b) all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Pooling Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and Servicing Agreementsuch other documents as the Borrower shall reasonably request to evidence such termination. ​ ​ SECTION 5.06. [Reserved].

Security Interest. This Assignment constitutes either (x) Section 8 of the Existing Master Repurchase Agreement is hereby amended by deleting the first paragraph of such Section in its entirety and replacing it with the following: On each Purchase Date, the applicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of Sellers’ Obligations and hereby grants, assigns and pledges to Administrative Agent a valid transfer and assignment to the Trustee of all fully perfected first priority security interest in Sellers’ right, title and interest of the Transferor in and to the Receivables created Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all related Servicing Rights, the LEGAL02/38744726v11 Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-Out Commitments, any Property of any Seller (to the extent such Property relates to the Purchased Mortgage Loans), all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of such property will Default shall have occurred and be held by continuing, upon a Seller’s payment of the Trustee free and clear of any Lien except for Repurchase Price to Administrative Agent, (i) Liens permitted under subsection 2.05(b) any security interest of Administrative Agent in the Pooling related Mortgage Loan and Servicing Agreementin any proceeds thereof shall be released by Administrative Agent on behalf of Buyers, and (ii) with respect to any eMortgage Loan, the interest Administrative Agent shall initiate a Transfer of Location and a Transfer of Control of the Transferor as Holder of the Transferor Certificate eNotes and (iii) the Transferor’s right to receive interest accruing on, Delegatee and investment earnings in respect of, the Finance Charge Account, the Principal Account Master Servicer Field or any Series AccountSubservicer Field, as provided in applicable, status with respect thereto as may be directed by the Pooling and Servicing Agreement and applicable Seller or its designees. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any related Supplement or (y) a grant such termination of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementrelated Mortgage Loan.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all rightinsurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, the Due Diligence Holdback Account, Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such property will documents and perform such acts as may be held by reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series AccountSeller, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Seller shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either (x) On each Purchase Date, each Seller hereby sells, assigns and conveys all rights, title, and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule, including the related Mortgage File, Servicing Rights, and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event each Seller hereby pledges to Buyer as security for the performance by Sellers of the Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment to the Trustee fully perfected first priority security interest in all of all such Seller’s right, title and interest of in, to and under the Transferor in Purchased Mortgage Loans, the Records and all Servicing Rights related to the Receivables created Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and such Seller’s rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, any Closing Protection Letter relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Custodial Account, the Reserve Amount, the Reserve Account, the Inbound Account, the Haircut Account, any Hedge Agreements relating to any Purchased Mortgage Loan, and any other contract rights, deposit accounts (including any interest of a Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due collateral under any other secured debt facility now existing or to become due with respect to hereafter entered into between such Receivables Seller on the one hand and Buyer or Buyer’s Affiliates on the other, and any and all replacements or substitutions for, proceeds (including all Finance Charge Receivables)the related securitization proceeds) of, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing distributions on, and investment earnings in respect ofany other property, the Finance Charge Accountrights, the Principal Account title or any Series Account, interests as provided are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable MetLife Warehouse Electronic System with respect to then existing Receivables of the Additional Accountsto, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the Trust “Repurchase Assets”). To the extent that any Repurchase Asset is of a type that does not relate to specific Mortgage Loans, Mortgage File and the Servicing Rights, Buyer shall have a first priority perfected security purchase the applicable Seller’s pro rata interest in such property (subject therein to Section 9-315(c) the extent of the UCC as in effect in applicable Mortgage Loans, Mortgage File and the Servicing Rights interest therein, but the entirety of the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) Seller’s interest therein shall constitute collateral securing the payment and performance of the Pooling Obligations. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing AgreementRights as Buyer, at its option, may deem appropriate without the signature of any Seller thereon. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either (xa) Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a valid transfer court or other forum recharacterizes the Transactions hereunder as loans and assignment to as security for the Trustee performance by Sellers of all right, title of Sellers' obligations to Buyer under this Agreement and interest of the Transferor in and Transactions entered into pursuant to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing this Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onboth Sellers grant Buyer, and investment earnings in respect ofon a cross-collateralized basis with all outstanding Transactions, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject the Purchased Loans, including the indebtedness of Obligors and the Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and MH Loans, and all other collateral provided as security for the Purchased Loans; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to Section 9-315(c) the Purchased Loans, Income, any and all Hedg▇▇, ▇▇l Insured Closing Letters and the Escrow Instructions covering any or all of the UCC as in effect in Loans, all Collections and the applicable jurisdiction)Blocked Accounts and all amounts on deposit therein, except for Liens permitted under subsection 2.05(b) any and all collection accounts and escrow accounts relating to the Purchased Loans, all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to payment of interest or finance charges and collateral securing such obligations, and any other contract rights, and other assets relating to the Pooling and Servicing Agreement.Purchased Loans

Security Interest. This Assignment constitutes either As general and continuing security for (xa) a valid transfer the payment of principal and assignment interest and all other moneys from time to time owing by the Debtor to the Trustee Lender, including, without limitation under the Loan Agreement (as hereinafter defined), and (b) the payment and performance of all right, title other indebtedness and interest obligations of the Transferor in and Debtor to the Receivables created Lender under the Loan Agreement (as hereinafter defined) or any other instruments or documents of security which may now or in the Additional Accounts, future be granted by the Debtor to the Lender (all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing being herein collectively called the "Obligations") the Debtor, IN CONSIDERATION OF THE OBLIGATIONS and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, hereby bargains, assigns and transfers to the Lender, and grants to the Lender a continuing security interest in, all the property, assets and undertakings of the Debtor of whatsoever nature and kind, now owned or hereafter-acquired by or on behalf of the Debtor, wherever located (the "Collateral") including, without limitation: (a) Accounts Receivable and Contracts All debts, book debts, accounts, claims, demands, moneys and choses in action whatsoever including, without limitation, claims against the Crown and claims under insurance policies, which are now owned by or are due, owing or accruing due to the Debtor or which may hereafter be owned by or become due, owing or accruing due to the Debtor together with all contracts, securities, bills, notes, lien notes, judgments, chattel mortgages, mortgages and all of such property will be other rights, benefits and documents now or hereafter taken, vested in or held by the Trustee free Debtor in respect of or as security for the same and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling full benefit and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onadvantage thereof, and investment earnings all rights of action or claims which the Debtor now has or may at any time hereafter have against any person or persons, firm or Debtor in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or thereof (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon being herein collectively called the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional "Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge ReceivablesReceivable"), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.;

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans (x) provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment security interest in the Purchased Mortgage Loans, the Records, the Repurchase Documents (to the Trustee of extent such Repurchase Documents and the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Transferor Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance USActive 5512618.10 -26- charges) and general intangibles to the Receivables created extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due collateral under any other secured debt facility between a Seller or to become due their Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the Trust “Repurchase Assets”). Notwithstanding the foregoing, Repurchase Assets shall have a first priority perfected not include any Servicing Rights, none of which shall be subject to any security interest in hereunder. Each Seller hereby authorizes the Buyer to file such property (subject financing statement or statements relating to Section 9-315(c) of the UCC as in effect in Repurchase Assets without the applicable jurisdiction)Seller’s signature thereon as the Buyer, except at its option, may deem appropriate. The Sellers shall pay the filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of such property will be held by the Trustee free and clear of any Lien except for instances, whether now owned or hereafter acquired, now existing or hereafter created (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect ofcollectively, the Finance Charge Account“Repurchase Assets”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Principal Account or any Series AccountSeller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Seller shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and assignment all servicing rights related to the Trustee of Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Transferor Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Receivables created extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due collateral under any other secured debt facility evidencing Recourse Indebtedness (including, without limitation, any facility documented as a repurchase agreement or to become due similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option and in good faith, may deem appropriate. The Seller shall have a first priority perfected security interest in such property (subject pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (xwhether as Seller or otherwise) a valid transfer to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, principal and assignment interest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby assigns to the Trustee Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, a security interest in, all of the Seller’s right, title and interest of the Transferor in and to (A) the Receivables created in Originator Purchase Agreement and the Additional AccountsUndertaking (Originator), including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due with respect under or pursuant to such Receivables the Originator Purchase Agreement or the Undertaking (including all Finance Charge ReceivablesOriginator), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) all rights of the Transferor’s Seller to receive proceeds of any insurance (including, without limitation, the right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdictionInsurance Proceeds), in such property to the Trusteeindemnity, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due warranty or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable guaranty with respect to the Receivables thereafter created in Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the Seller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables thereto and the Collections and all proceeds of any of other assets, including, without limitation, accounts, chattel paper, goods, instruments and general intangibles (as those terms are defined in the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge ReceivablesUCC), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of including undivided interests in any of the foregoing, upon (C) the Lock-Boxes and Deposit Accounts, and any funds on deposit in any such creationaccount, and (D) to the Trust shall have a first priority perfected security interest extent not included in such property (subject to Section 9-315(c) the foregoing, all proceeds of any and all of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementforegoing.

Security Interest. This Assignment constitutes either (x) a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the Trustee extent backed by any of the Purchased Mortgage Loans, the Records, all rightrelated Servicing Rights, title the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and all amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), all collateral, however defined, securing any other agreement between Seller, Guarantor or any of their Affiliates on the Transferor in one hand and Buyer or any of its Affiliates on the other hand, general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Trust Receipt, in all of such property will be held by instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trustee free “Repurchase Assets”). b. The foregoing provision (a) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and clear of any Lien except for (iTransactions hereunder as defined under Sections 101(47)(A)(v) Liens permitted under subsection 2.05(band 741(7)(A)(xi) of the Pooling Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and Servicing Agreementperform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (ii) Seller hereby authorizes Buyer to file financing statements relating to the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series AccountRepurchase Assets, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)Buyer, in such property to the Trusteeat its option, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. Seller shall pay the filing of the costs for any financing statement or statements as described in prepared pursuant to this Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either a) Seller and Buyers intend that the Transactions hereunder be sales to the applicable Buyer of the Purchased Assets and not loans from the applicable Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, Seller hereby grants to the Agent, on behalf of the Buyers, as security for Seller’s performance of all of its Obligations, a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: (i) the Purchased Assets, (ii) the Records, (iii) all related Servicing Rights, (iv) all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, (v) all instruments, chattel paper, agreements (including, without limitation, the related Master Loan Agreement and Master Note) securities, investment property and general intangibles and other assets comprising or relating to the Purchased Assets, (vi) any securities or deposit account related to the Transactions and the related Loans and/or Triple Net Leases, including the Collection Account and all security entitlements to financial assets (including cash) now or hereafter carried in or credited to any such securities or deposit account, (vii) all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, (viii) all guarantees or other support for the Purchased Assets, (ix) any and all replacements, substitutions, distributions on the Purchased Assets, (x) any interest in the Purchased Assets or the servicing of the Purchased Assets, and (xi) any now existing or hereafter arising proceeds and distributions with respect to any of the foregoing and any other property, rights, titles or interests as are specified on a valid transfer Transaction Notice (collectively, the “Collateral”). Seller acknowledges and assignment agrees that its rights with respect to the Trustee Collateral (including without limitation, its security interest in any portion of the Purchased Assets and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of the Buyers hereunder. The parties acknowledge and agree that the perfection of such security interest is intended to be accomplished through, among other steps, possession of the related Note by a Buyer, the Custodian or by any other Person on any Buyer’s behalf, and that such possession unless otherwise agreed is for such Buyer’s own account. b) Seller hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, to file such financing statement or statements relating to the Purchased Assets and the Collateral without Seller’s signature thereon as Agent at its option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Agent the power and right, title on behalf of Seller, without assent by, but with notice to, Seller, if an Event of Default shall have occurred and interest be continuing, to do the following: (i) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the Transferor in payment of moneys due with respect to any Purchased Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the Receivables created in purpose of collecting any and all such moneys due with respect to any Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Additional Accounts, Purchased Assets; (A) to direct any party liable for any payment under any Purchased Assets to make payment of any and all monies moneys due or to become due with respect thereunder directly to such Receivables Agent or as Agent shall direct; (including all Finance Charge Receivables)B) to ask or demand for, all amounts received with respect theretocollect, all Insurance Proceeds relating to such Receivables receive payment of and receipt for, any and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing moneys, claims and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies other amounts due or to become due at any time in respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such Receivables discharges or releases as Agent may deem appropriate; and (including G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Assets as fully and completely as though Agent were the absolute owner thereof for all Finance Charge Receivables)purposes, and to do, at Agent’s option and Seller’s expense, at any time, and from time to time, all amounts received with respect theretoacts and things which Agent deems necessary to protect, preserve or realize upon the Purchased Assets and the Collateral and Agent’s Liens thereon and to effect the intent of this Agreement, all Insurance Proceeds relating as fully and effectively as Seller might do. Seller hereby ratifies all that said attorneys shall lawfully do or cause to such Receivables be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all proceeds Obligations have been paid in full and this Agreement is terminated in accordance with the terms hereof. Seller also authorizes Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable or transfer with respect to the Receivables thereafter created Purchased Assets. The powers conferred on Agent hereunder are solely to protect the applicable Buyer’s interests in respect the Purchased Assets and shall not impose any duty upon it to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of Additional Accounts conveyed herebythe exercise of such powers, all Insurance Proceeds relating to such Receivables and all proceeds of neither it nor any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest its officers, directors, employees or agents shall be responsible to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect Seller for any act or failure to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction)act hereunder, except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementits or their own gross negligence or willful misconduct.

Security Interest. This Assignment constitutes either Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Sellers of their obligations, liabilities and indebtedness under each such Transaction and Sellers’ obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, each Seller hereby pledges, assigns, transfers and grants to Buyer a security interest in the Mortgage Assets in which such Seller has rights or power to transfer rights and all of the Mortgage Assets in which such Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (xi) a valid transfer the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and assignment to the Trustee Mortgage, and all of all righteach Seller’s claims, liens, rights, title and interest of the Transferor interests in and to the Receivables created Mortgaged Property in the Additional Accountseach case related to such Purchased Mortgage Loans, (iii) all monies due or to become due Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Receivables Purchased Mortgage Loans, (including v) the Accounts, (vi) the Takeout Commitments to the extent Sellers’ rights thereunder relate to the Purchased Mortgage Loans, (vii) all Finance Charge Receivables)Hedging Arrangements to the extent specifically relating to the Purchased Mortgage Loans, (viii) all supporting obligations related to the Purchased Mortgage Loans, (ix) the Income Collection Account, together with all interest on the Income Collection Account, all amounts received with respect theretomodifications, all Insurance Proceeds relating to such Receivables extensions and increases of the Income Collection Account and all proceeds (as defined sums now or at any time hereafter on deposit in the UCC as in effect in Income Collection Account or represented by the applicable jurisdictionIncome Collection Account and (x) of any all proceeds of the foregoing including, without limitation, all MBS and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Sellers hereby authorize Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Sellers’ attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Sellers shall pay all fees and expenses associated with perfecting such Liens including the cost of such property will be held by filing financing statements and amendments under the Trustee free UCC, registering each Purchased Mortgage Loan with MERS and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) recording assignments of the Pooling Mortgages as and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings when required by Buyer in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementits reasonable discretion.

Security Interest. This Assignment constitutes either As security for (xi) a valid transfer the timely fulfillment and assignment to performance of each and every covenant and obligation of the Trustee Company under the Credit Agreement and the other Loan Documents and (ii) the payment and performance of the Secured Obligations, each Pledgor hereby unconditionally pledges, sells, assigns, transfers, conveys and grants unto the Administrative Agent for the benefit of the Secured Parties all of such Pledgors’ right, title and interest of the Transferor in and to and a continuing security interest in and security title to all of the Receivables created following property, whether now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title or interest (collectively, the “Pledged Collateral”): (a) the Pledged Interests and the Additional AccountsPledged Interests and all substitutions therefor and replacements thereof, all monies due proceeds and products thereof and all rights related thereto, including, without limitation, any certificates representing the Pledged Interests and the Additional Pledged Interests, the right to request that the Pledged Interests and the Additional Pledged Interests be registered in the name of the Administrative Agent or any of its nominees, the right to become due receive any certificates representing any of the Pledged Interests and any certificates representing any of the Additional Pledged Interests and the right to require that same be delivered to the Administrative Agent together with respect to such Receivables (including all Finance Charge Receivables), all amounts received undated stock or other powers or assignments of investment securities with respect thereto, duly executed in blank by the applicable Pledgor, all Insurance Proceeds relating to such Receivables warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and all proceeds (as defined dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in the UCC as cash or in effect kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in the applicable jurisdiction) respect of or in addition to, in substitution of, on account of or in exchange for any or all of the foregoing Pledged Interests and Additional Pledged Interests; (b) all other securities of existing and future Restricted Subsidiaries of such Pledgor at any time and from time to time acquired by such Pledgor, any certificates or other instruments representing such securities, all options, warrants, share appreciation rights and other rights, contractual or otherwise, in respect thereof and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in addition to, in substitution of, on account of or in exchange for any and all of such property will securities; and (c) all of such Pledgor’s rights, powers and remedies under any limited liability company agreements of the Pledged Subsidiaries and the Pledged Investments which are limited liability companies, if any (collectively, the “Operating Agreements”) and under any of the partnership agreements of the Pledged Subsidiaries and the Pledged Investments which are general or limited partnerships (collectively, the “Partnership Agreements”); and (d) to the extent not otherwise included, all proceeds of any and all of the foregoing; in each case, whether now owned or hereafter acquired by such Pledgor, howsoever its interest therein may arise or appear (whether beneficially or of record and whether by ownership, security interest, claim or otherwise). For purposes of this Agreement, the term “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to the Pledgors or the Administrative Agent from time to time with respect to any of the Pledged Collateral. All certificates and instruments currently representing Pledged Collateral are being delivered to the Administrative Agent contemporaneously herewith. All certificates and instruments constituting Pledged Interests or other Pledged Collateral hereunder which are hereafter received by any Pledgor or to which any Pledgor hereafter becomes entitled shall be delivered to the Administrative Agent promptly upon the receipt thereof by or on behalf of the applicable Pledgor. In addition, each Pledgor hereby authorizes the filing of appropriate UCC financing statements for the Pledged Collateral (including any Additional Pledged Interests), as security for the payment and performance of all the Secured Obligations. All certificates and instruments relating to certificated Pledged Collateral shall be held by the Trustee free Administrative Agent pursuant hereto and clear shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of any Lien except for (i) Liens permitted under subsection 2.05(b) transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. It is the intention of the Pooling parties hereto that record and Servicing Agreement, (ii) the interest beneficial ownership of the Transferor as Holder of the Transferor Certificate Pledged Interests constituting Pledged Collateral, including, without limitation, all voting, consensual and (iii) the Transferor’s right to receive interest accruing ondividend rights, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect shall remain in the applicable jurisdiction)Pledgor until the Administrative Agent shall notify such Pledgor of the Administrative Agent’s exercise of voting, in consensual or dividend rights to such property Pledged Interests pursuant to the Trustee, which is enforceable with respect to then existing Receivables terms of this Agreement following the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables occurrence and all proceeds during the continuation of any an Event of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementDefault.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and assignment all servicing rights related to the Trustee of Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other instruments, investment property, contract rights, accounts (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Receivables created extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due collateral under any other secured debt facility between Seller or to become due Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on the one hand and the Buyer or the Buyer's Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust "Repurchase Assets"). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Seller shall have a first priority perfected security interest in such property (subject pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either (xi) a valid transfer and assignment to the Trustee Trust of all right, title and interest of the Transferor in and to (a) the Receivables now existing and hereafter created in and arising in connection with the Additional Supplemental Accounts, including, without limitation, all accounts, general intangibles, contract rights, and other obligations of any Obligor with respect to the Receivables, now or hereafter existing, (b) all monies and investments due or to become due with respect thereto (including, without limitation, the right to such Receivables (including all any payment of interest and Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables including B-4 165 any and all proceeds (as defined in the UCC as in effect in the applicable jurisdictionRelevant UCC State) of any of the foregoing with respect to such Receivables, and such Receivables and all of such property proceeds thereof will be held by the Trustee Trust free and clear of any Lien of any Person claiming through or under the Transferor or any of its Affiliates, except for (ix) Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementPermitted Liens, (iiy) the interest of the Transferor as Holder of the Exchangeable Transferor Certificate and any other Class or Series of Certificates and (iiiz) the Transferor’s right 's right, if any, to receive interest accruing on, and investment earnings earnings, if any, in respect of, the Finance Charge any Interest Funding Account, any Principal Account, the Principal Excess Funding Account or any Series Account, Account as provided in the Pooling and Servicing Agreement and any related Supplement Supplement; or (yii) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), Relevant UCC State) in such property to the TrusteeTrust, which is enforceable with respect to then the existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables Supplemental Accounts designated hereby and the proceeds (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of as defined in the foregoing UCC as in effect in the Relevant UCC State) thereof upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Supplemental Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables designated hereby and all the proceeds of any of (as defined in the foregoing UCC as in effect in the Relevant UCC State) thereof upon such creation; and (z) if the . If this Assignment constitutes the grant of a security interest to the Trustee Trust in such propertyproperty pursuant to clause (ii) above, upon the filing of the a financing statements as statement described in Section 2.01 Paragraph 3 of the Pooling and Servicing Agreement this Assignment with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables the Supplemental Accounts designated hereby and all proceeds of any in the case of the foregoingReceivables of such Supplemental Accounts thereafter created and the proceeds (as defined in the UCC as in effect in the Relevant UCC State) thereof, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction)property, except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementPermitted Liens.

Security Interest. This Assignment constitutes either (xa) As security for the payment and performance of any and all Indebtedness and the performance of all obligations and covenants of Borrower to Lender, whether hereunder and under the other Loan Documents or otherwise, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to Lender, Borrower hereby grants to Lender (for itself and its affiliates, including the Subsidiaries) a valid transfer continuing security interest in and assignment to the Trustee general lien upon and right of setoff against, all right, title and interest of the Transferor Borrower in and to the Receivables created Collateral, whether now owned or hereafter acquired by Borrower or the Subsidiaries. (b) Except as herein or by applicable law otherwise expressly provided, Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Additional AccountsCollateral or to preserve any rights therein against prior parties, all monies and Borrower agrees to take such steps. In any case Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as Borrower may have reasonably requested Lender to take and Lender’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Lender’s options, powers or rights under this Agreement or otherwise arising. (c) Lender may at any time and from time to time, with or without notice to Borrower, (i) transfer into the name of Lender or the name of Lender’s nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Lender of any amounts due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate thereon and (iii) receive and after a Default direct the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or disposition of any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementCollateral.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and assignment all servicing rights related to the Trustee Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Settlement Account, the Funding Account, the Operating Account, the Settlement Account, any Rate Management Transaction relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all rightcollateral and distributions and any other property, rights, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due interests as are specified on an Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”). The Seller hereby authorizes the Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as the Administrative Agent, at its option, may reasonably deem appropriate. The Seller shall have a first priority perfected security interest in such property (subject pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either The Company hereby pledges, assigns and grants to the Trustee, as security for the due payment and performance of all the Company’s obligations under this Indenture and the Securities, for the benefit of the Holders of the Securities, as their interests may appear, a security interest in and to all of its right, title and interest, whether now owned or hereafter acquired, and whether now existing or hereafter arising, in, to and under the following: (xa) a valid transfer the Borrower Loans, including any and all promissory notes executed by or on behalf of the related borrowers evidencing such Borrower Loans and all rights of the Company under the related borrower member registration agreements pertaining to such Borrower Loans, (b) the Deposit Account and all money and other property from time to time credited to the Deposit Account, (c) the FBO Account and all money and other property from time to time credited to the FBO Account, (d) all money, cash, instruments, interest, income and other property from time to time due or to become due, received or receivable, or otherwise distributed in respect of or in exchange for any or all of the foregoing held for the benefit and security of the Holders of the Securities, (e) all present and continuing right, power and authority of the Company, in the name and on behalf of the Company, as agent and attorney-in-fact, or otherwise, to make claim for and demand performance on, under or pursuant to any of the foregoing held for the benefit and security of the Holders of the Securities, to bring actions and proceedings thereunder or for the specific or other enforcement thereof, or with respect thereto, to make all waivers and agreements, to grant or refuse requests, to give or withhold notices, and to exercise all rights, remedies, powers, privileges and options, to grant or withhold consents and approvals and do any and all things and exercise all other discretionary rights, options, privileges or benefits which the Company is or may become entitled to do with respect to the foregoing held for the benefit of the Holders of the Securities without notice to, consent or approval by or joinder of the Company, and (f) all revenues, issues, products, accessions, substitutions, replacements, profits and proceeds (including “proceeds” as defined in the applicable UCC) of and from all of the foregoing (collectively, the “Collateral”). At the expense of the Company, the Company agrees to execute, deliver and file such further agreements, instruments and certificates as may be necessary to preserve, perfect and protect the title and interests of the Trustee on behalf of the Holders of the Securities, including but not limited to, the execution by the Company of an instrument of assignment to the Trustee of all right, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held execution by the Trustee free Company and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements pursuant to the UCC. The Company shall, at its expense, do any further acts and execute, acknowledge, deliver, file, register and record any further documents as described are necessary in Section 2.01 of order to protect the Pooling Trustee’s title to and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (the Collateral, subject to Section 9-315(c) no Liens or charges of the UCC as in effect in the applicable jurisdiction), any type whatsoever except for Liens pursuant to and permitted under subsection 2.05(bby this Indenture. For the avoidance of doubt, and notwithstanding the security interest granted in this Section 6.12 (the “Security Interest”), (i) the Company shall be authorized at all times to (or to cause the Servicer on its behalf to) withdraw from or transfer from (or to instruct the Trustee to withdraw from or transfer from) the Deposit Account the excess of the Pooling Borrower Loan Payments over the related Borrower Loan Net Payments (the “Excess Amounts”), and Servicing Agreementto deposit such amounts into the Fee Account, and (ii) upon any instruction from the Company (or the Servicer on its behalf) to transfer the Excess Amounts from the Deposit Account to the Fee Account, the Trustee will reasonably promptly transfer such Excess Amounts to the Fee Account. In furtherance of the grant of the security interest in the Collateral for the Securities, upon and during continuance of an Event of Default, the Company grants to the Trustee on behalf of the Holders the full, exclusive and irrevocable right, power and authority to exercise any and all rights of the Company with respect to the Collateral held for the benefit of the Holders of Securities, and each contract, agreement or other document or instrument included therein. The Trustee agrees that, except upon and during the continuance of an Event of Default, it shall not exercise the power of attorney, or any rights granted to the Trustee pursuant to this Section 6.12.

Security Interest. This Assignment constitutes either (x) a valid transfer As security for the prompt and assignment to the Trustee complete payment and performance of all of the Liabilities when due or declared due, Borrower hereby grants, pledges, conveys and transfers to Lender a continuing security interest in and to all of Borrower’s right, title and interest of the Transferor in and to the Receivables created following property and interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the Additional Accounts“Collateral”): (a) all of Borrower’s accounts receivable, all monies due or to become due with respect to such including, without limitation, Accounts and Health-Care-Insurance Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (each as defined in the UCC as in effect in the applicable jurisdictionCode), (b) all of Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits; (d) all of the foregoing Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of such property will be held by the Trustee free and clear Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementcredit, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onSoftware, Supporting Obligations, Payment Intangibles, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or Goods (y) a grant of a security interest (each as defined in the UCC Code); (e) all of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, and any and all other property and interests in property of Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as in effect defined in the applicable jurisdictionCode), now or hereafter coming into the actual possession, custody or control of Lender or any agent or Affiliate thereof in such property to the Trusteeany way or for any purpose (whether for safekeeping, which is enforceable with respect to then existing Receivables of the Additional Accountsdeposit, all monies due custody, pledge, transmission, collection or to become due with respect to such Receivables (including all Finance Charge Receivablesotherwise), all amounts received with respect theretoand, all Insurance Proceeds relating independent of and in addition to such Receivables and all proceeds Lender’s rights of setoff (which Borrower acknowledges), the balance of any of the foregoing upon the conveyance of such Receivables account or any amount that may be owing from time to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.time by Lender to

Security Interest. This Assignment constitutes either On each Purchase Date, Seller hereby sells, assigns, and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Administrative Agent on behalf of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (x) other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns, and pledges to Buyer a valid transfer fully perfected first priority security interest in Seller’s rights, title, and assignment interests in the Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the Trustee of extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all rightinsurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, title including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, Income, the Deposit Account, Interest Rate Protection Agreements with an Affiliated Hedge Counterparty, accounts (including any interest of the Transferor Seller in escrow accounts and reserve accounts) relating to the Receivables created Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other interest in the Additional Accounts, all monies due or to become due Purchased Assets and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free any other property, rights, title or interests as are specified on a Transaction Request and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable Confirmation and/or Trust Receipt with respect to the Receivables thereafter Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in respect (collectively, the “Repurchase Assets”). Seller agrees to execute and/or deliver such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Administrative Agent on behalf of Additional Accounts conveyed hereby, all Insurance Proceeds Buyers to file such financing statement or statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or words to that effect, and any limitations on such Receivables collateral description, notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement. Seller shall pay the searching and all proceeds of filing costs for any financing statement or statements prepared or searched pursuant to this Agreement. The Seller acknowledges that it does not have rights to service the Purchased Assets but only has rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing upon such creation; and (z) if in the Assignment constitutes event that Seller or Guarantor is deemed to retain any residual Servicing Rights, and for the grant avoidance of doubt, Seller grants, assigns, and pledges to Administrative Agent a security interest in the Servicing Rights, as indicated in the paragraph above. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Trustee in such property, upon the filing of the financing statements Agreement and transactions hereunder as described in Section 2.01 of the Pooling defined under Sections 101(47)(A)(v) and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c741(7)(A)(xi) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBankruptcy Code.

Security Interest. This Assignment constitutes either (xa) a valid transfer As security for the prompt payment and assignment performance of all of its Obligations, PMC hereby assigns and pledges to the Trustee Lender, and grants a security interest, subject to the interests of ▇▇▇▇▇▇▇ Mac as set forth in Section 4.02 and in the ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, to the Lender, all of PMC’s right, title and interest interest, in, to, and under, whether now owned or hereafter acquired, in all of the Transferor following, whether now or hereafter existing and wherever located: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of PMC in such Pledged Servicing Rights, (ii) all books and records, including computer disks and other records or physical or virtual data or information, related to the Receivables created in the Additional Accounts, foregoing (but excluding computer programs) and (iii) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all proceeds of such property will be held by the Trustee free and clear of any Lien except for foregoing, but with respect to items (i) Liens permitted - (iii) above specifically excluding the Excluded Collateral (collectively, the “PMC Collateral”); provided that PMC does not assign or pledge to the Lender, or grant a security interest in any of PMC’s right, title and interest, in, to or under subsection 2.05(bPMC’s rights to reimbursement for any Advances related to mortgage servicing rights subject to the ▇▇▇▇▇▇▇ Mac Servicing Contract. (b) As security for the prompt payment and performance of all of its Obligations, Holdings hereby assigns and pledges to the Lender, and grants a security interest, subject to the interests of ▇▇▇▇▇▇▇ Mac as set forth in Section 4.02 and in the ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, to the Lender, all of Holdings’ right, title and interest, in, to, and under, whether now owned or hereafter acquired, in all of the Pooling following, whether now or hereafter existing and wherever located: (i) any Excess Servicing Fees sold by PMC to Holdings pursuant to the terms of the Master Spread Acquisition and MSR Servicing Agreement, (ii) all books and records, including computer disks and other records or physical or virtual data or information, related to the interest of the Transferor as Holder of the Transferor Certificate foregoing (but excluding computer programs) and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables the foregoing and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationcollectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of “Holdings Collateral” and together with the UCC as in effect in PMC Collateral, the applicable jurisdiction“Collateral”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and assignment all servicing rights related to the Trustee Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage USActive 5531664.18 -41- Loan, the Collection Account, the Payment Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all rightcollateral and distributions and any other property, rights, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due interests as are specified on an Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Repurchase Assets”). The Administrative Agent and the Sellers hereby agree that in order to further secure a first priority perfected Seller’s Obligations hereunder, each Seller hereby grants to the Administrative Agent, for the benefit of Buyers, a security interest in (i) as of the date hereof, each Seller’s rights (but not its obligations) under the Loan Documents including without limitation any rights to receive payments thereunder or any rights to collateral other than collateral released in accordance with the Loan Documents thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Loan Rights”) and (ii) as of the Loan Document Termination (as defined below), all collateral other than collateral released in accordance with the Loan Documents however defined or described under the Loan Documents to the extent not otherwise included under the definitions of Repurchase Assets or Loan Rights whether now owned or hereafter acquired, now existing or hereafter created (such property collateral, “Additional Collateral”). As of the Loan Document Termination, all Additional Collateral shall be deemed to be part of Repurchase Assets. For the avoidance of doubt, the Loan Rights shall be deemed to be part of the Repurchase Assets as of the date hereof. The Sellers shall deliver an irrevocable instruction to the administrative agent under the Loan Documents that upon receipt of notice of an Event of Default under this Repurchase Agreement, the administrative agent thereunder is authorized and instructed to remit to the Administrative Agent hereunder directly any amounts otherwise payable to Sellers and to deliver to the Administrative Agent all collateral otherwise deliverable to the Sellers. In furtherance of the foregoing, such notice shall also require, upon repayment of the Loans under the Loan Agreement or other termination of the Loan Documents (subject each a “Loan Document Termination”), that the Loan Document administrative agent deliver to the Administrative Agent hereunder any collateral then in its possession or control. For the avoidance of doubt, any payments due to Sellers as part of the Loan Rights shall only be remitted to the Administrative Agent hereunder following receipt by the Loan Document administrative agent of notice of an Event of Default. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Repurchase Agreement and transactions hereunder as defined under Section 9-315(c101(47)(v) of the UCC Bankruptcy Code. The Sellers hereby authorize the Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as in effect in the applicable jurisdiction)Administrative Agent, except at its option, may deem appropriate. The Sellers shall pay the filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either (xa) As security for the payment and performance of any and all Obligations and the performance of all obligations and covenants of each Borrower to Bank and its Affiliates, whether hereunder and under the other Loan Documents, Swap Agreements between Bank or any Affiliate of Bank and any Borrower or otherwise, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by each Borrower to Bank or any of Bank's Affiliates, each Borrower hereby grants to Bank (for itself and its Affiliates) a valid transfer continuing security interest in and assignment to the Trustee general lien upon and right of set-off against, all right, title and interest of the Transferor each Borrower in and to the Receivables created Collateral, whether now owned or hereafter acquired by such Borrower. (b) Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Additional AccountsCollateral or to preserve any rights therein against prior parties, all monies and each Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as a Borrower may have reasonably requested Bank to take, and Bank's omission to take any action not requested by a Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of a Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising. (c) Bank may at any time and from time to time, with or without notice to any Borrower, (i) transfer into the name of Bank or the name of Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate thereon and (iii) receive and direct the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or disposition of any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and Collateral. (zd) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of Notwithstanding the foregoing, upon such creation(i) no Account, Instrument, Chattel Paper or other obligation or property of any kind due from, owed by or belonging to, a Sanctioned Person or (ii) any lease in which the Trust lessee is a Sanctioned Person shall have a first priority perfected security interest in such property (subject to Section 9-315(c) be Collateral or shall be credited toward the payment of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementObligations.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the payment, observance and assignment performance of the Secured Obligations, the Borrower, and each of the Guarantors, hereby mortgages, pledges and assigns all of the Collateral to the Trustee Lender and grants to the Lender a continuing Security Interest in, and a continuing Lien upon, all of the Collateral. The Borrower and the Guarantors acknowledge that the security interest and liens in the Collateral are held by the Lender for the benefit of the Lender and any Affiliate of Lender which issues letters of credit or otherwise extends credit to the Borrower under the terms of this Agreement, including, without limitation, First Union National Bank of North Carolina, and upon the occurrence of an Event of Default, to the extent proceeds are realized from the disposition of the Collateral in accordance with the terms of this Agreement, the proceeds shall be applied by Lender to the Secured Obligations, including, without limitation, the obligations of the Borrower to FUNBNC under the Guaranty and Reimbursement Agreement, in accordance with the terms of this Agreement. (b) As additional security for all of the Secured Obligations, the Borrower and each of the Guarantors, grants to the Lender a Security Interest in, and assigns to the Lender all of the Borrower's and each of the Guarantors' right, title and interest in and to, any deposits or other sums at any time credited by or due from the Lender or the Lender's Affiliates to the Borrower or the Guarantors with the same rights therein as if the deposits or other sums were credited by or due from the Lender. The Borrower, and each of the Transferor in Guarantors, hereby authorizes the Lender's Affiliates to pay or deliver to Lender, without necessity on the Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time upon the occurrence of any Default and without further notice to the Receivables created in Borrower or the Additional Accounts, all monies due or to become due with respect to Guarantors (such Receivables (including all Finance Charge Receivablesnotice being expressly waived), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application of any Lien except Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the rights given the Lender hereunder are cumulative with the Lender's other rights and remedies, including other rights of set-off. The Lender will promptly notify the Borrower of its receipt of any such funds for (i) Liens permitted under subsection 2.05(b) application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Lender may give notice of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a above grant of a security interest (Security Interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any such Affiliate of the Lender for effectuation thereof, and the Borrower hereby irrevocably appoints the Lender as defined in the UCC as in effect in the applicable jurisdiction), in its attorney-in-fact to collect any and all such property deposits or other sums to the Trustee, which extent any such payment is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables not made to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to Lender by such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due Affiliate or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementparticipant.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not loans (x) provided, however, that the parties intend to treat the Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and assignment all related servicing rights, the Repurchase Documents (to the Trustee of extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (including any interest of the Transferor Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Receivables created extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all monies due collateral under any other secured debt facility between the Seller or to become due its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”). The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Seller shall have a first priority perfected security interest in such property (subject pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either (xa) a valid transfer Although the parties intend that all Transactions hereunder be sales and assignment purchases and not loans (other than the MSRs, which are pledged, and not sold, to the Trustee Buyer), in the event any such Transactions are deemed to be loans, and in any event, the Seller hereby pledges to the Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in all of the Seller’s right, title and interest in, to and under each of the Transferor following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (in the case of all MSRs, subject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements), is hereinafter referred to as the “Repurchase Assets”: (i) each Participation Certificate and all MSRs related thereto, whether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and whether or not such Assets or the related Mortgage Loans are listed on an Asset Schedule; (ii) all MSRs arising under or related to any Servicing Contract as reflected in the Schedule of Mortgages or Request for Approval for Transfer; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, ▇▇▇▇▇▇ Mae MBS, the Acknowledgment Agreement or the Participation Agreements; (iv) any rights in the Dedicated Account and to the Receivables created amounts on deposit therein; (v) all rights under the PMH Documents; (vi) all rights under the Retained Excess Spread Participation Agreement; (vii) any rights in the Additional AccountsPledged Margin Securities Account and to the amounts on deposit therein; (viii) any rights in the Eligible Securities Account and to the amounts on deposit therein; (ix) all records, instruments or other documentation evidencing any of the foregoing; (x) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)“general intangibles”, all amounts received with respect thereto“accounts”, all Insurance Proceeds relating to such Receivables “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all proceeds (“money” as defined in the UCC as in effect in the applicable jurisdiction) of Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of the Seller’s rights, title and interest in and under the Participation Agreements and the Servicing Contracts); and (xi) any and all replacements, substitutions, distributions on or proceeds of any and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets on a servicing released basis. Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a valid transfer and assignment fully perfected first priority security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued to the Trustee extent backed by any of the Purchased Assets, the Records related to any Purchased Asset, and all rightServicing Rights related to the Purchased Assets, title the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, the Collection Account, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the Transferor Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Receivables created extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Assets, all monies due collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or to become due with respect to such Receivables similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and any proceeds (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables the related securitization proceeds) and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) distributions of any of the foregoing and all of such property will be held by the Trustee free any other property, rights, title or interests as are specified on a Trust Receipt and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling Custodial Loan Transmission and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable Exception Report with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have “Repurchase Assets”). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a first priority perfected security interest in such property (subject the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as in effect in Buyer, at its option, may deem appropriate. Seller shall pay the applicable jurisdiction), except filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 9.

Security Interest. This Assignment constitutes either (x) a valid transfer 5.1 To secure payment and assignment to the Trustee performance of all rightObligations, each Borrower hereby grants to Agent, for itself and the ratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Agent, for itself and the ratable benefit of Lenders, as security, the following property and interests in property of such Borrower, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held by Agent or any Lender, collectively, the "Collateral"): (a) Receivables; (b) all other present and future contract rights, general intangibles (including, but not limited to, tax and duty refunds, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, Intellectual Property, choses in action and other claims and existing and future leasehold interests in equipment, real estate and fixtures), chattel paper, documents, instruments, securities and other investment property, letters of credit, bankers' acceptances and guaranties; (c) all present and future monies, credit balances, deposits, deposit accounts and other property of such Borrower now or hereafter held or received by or in transit to Agent, any Lender or its Affiliates or at any other depository or other institution from or for the account of such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Accounts and other Collateral, including, without limitation, (i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the obligations of account debtors; (d) Inventory; (e) Equipment; (f) Real Property, provided, that, for purposes of this Section 5.1 the Real Property shall not include the Celina Property; (g) Records; and (h) all products and proceeds of the Transferor foregoing, in any form, including, without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of any or all of the foregoing. 5.2 Notwithstanding anything to the contrary contained in Section 5.1 above, the types or items of Collateral described in such Section shall not include any rights or interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of a Borrower, as such, if under the terms of such contract, lease, permit, license, charter or license agreement, or applicable law with respect thereto, the valid grant of a security interest or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under Section 9-318 of the UCC or other applicable law or (b) so as to limit, impair or otherwise affect Agent's unconditional continuing security interests in and liens upon any rights or interests of such Borrower in or to the Receivables created in the Additional Accounts, all monies due or to become due with respect to under any such Receivables contract, lease, permit, license, charter or license agreement (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdictionany Accounts) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the full and assignment to punctual payment of the Trustee Debt and performance of all rightobligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, title and Borrower hereby grants to Lender a first-priority perfected security interest of the Transferor in and to the Receivables created in the Additional AccountsLockbox Account and Cash Management Account, all monies due interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or to become due with respect to such Receivables (including all Finance Charge Receivables)held therein, any and all amounts received with respect theretoinvested in Permitted Investments, all Insurance Proceeds relating to such Receivables and all proceeds “proceeds” (as defined in the UCC as in effect in the applicable jurisdictionstate in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing and all of such property will be held by the Trustee free and clear of or permit any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account attach thereto or any Series Account, as provided in the Pooling and Servicing Agreement and levy to be made thereon or any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property Financing Statements to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received be filed with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of . Borrower will maintain the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements created by this Section 10.3(a) as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest and will defend the right, title and interest of Lender in such property and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (subject b) Borrower authorizes Lender to Section 9-315(c) file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the UCC security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in effect exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Pooling Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and Servicing Agreementremedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Mortgage.

Security Interest. This Assignment constitutes either (xa) a valid transfer Although the parties intend that all Transactions hereunder be sales and assignment purchases and not loans (other than for tax and accounting purposes, the intent of which is addressed in Section 10.12(e), and other than the MSRs, which are pledged, and not sold, to the Trustee applicable Buyer), in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to the related Buyer as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to the related Buyer a fully perfected first priority security interest in all of such Seller’s right, title and interest in, to and under each of the Transferor following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (in the case of all MSRs, subject and subordinated to Fannie Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements), is hereinafter referred to as the “Repurchase Assets”: (i) each related Participation Certificate and all MSRs related thereto, whether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and whether or not such Assets or the related Mortgage Loans are listed on an Asset Schedule; (ii) all MSRs arising under or related to any Servicing Contract as reflected in the Schedule of Mortgages or Request for Approval for Transfer; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the related Servicing Contract, ▇▇▇▇▇▇ ▇▇▇ MBS, the Acknowledgment Agreement or the related Participation Agreements; (iv) any rights in the Dedicated Account and to the Receivables created amounts on deposit therein; (v) all rights under the Retained Excess Spread Participation Agreement (in the Additional Accountscase of the PMC Seller) and the Excess Spread Participation Agreement (in the case of the PMH Seller); (vi) any rights in the Pledged Margin Securities Account and to the amounts on deposit therein; (vii) any rights in the Eligible Securities Account and to the amounts on deposit therein; (viii) all records, instruments or other documentation evidencing any of the foregoing; (ix) all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)“general intangibles”, all amounts received with respect thereto“accounts”, all Insurance Proceeds relating to such Receivables “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and all proceeds (“money” as defined in the UCC as in effect in the applicable jurisdiction) of Uniform Commercial Code relating to or constituting any and all of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)of each Seller’s rights, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables title and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of and under the UCC as in effect in Participation Agreements and the applicable jurisdictionServicing Contracts), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.; and

Security Interest. This Assignment constitutes either (x) a valid transfer For valuable consideration, and assignment to secure the Trustee due payment and performance of all rightprincipal of, premium, if any, and interest on the Tranche A Notes and the Tranche B Loans, Premium, Makewhole, and Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Indenture Trustee, any Secured Party, Administrative Agent or Collateral Agent arising out of or in any way connected with the Operative Documents and all instruments, agreements and documents executed, issued and delivered pursuant thereto (collectively, the "Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to Collateral Agent, and grants to Collateral Agent, for the benefit of the Secured Parties, a first Lien on and security interest in the rights, title and interest of the Transferor Lessor now held or hereafter acquired in and to the Receivables created following, except for Excepted Payments and Excepted Rights with respect thereto (collectively, the "Lessor Collateral"): (a) the Items of Equipment; (b) all Subleases pertaining to the Items of Equipment; (c) any Bill ▇▇ Sale and all warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Additional AccountsItems of Equipment; (d) the Security Documents and all Lease Payments and Supplemental Payments payable under this Agreement and the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all monies other property rights of any nature whatsoever arising out of or in connection with this Agreement, the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Supplemental Payments and Lessee Collateral and any other payments due or and to become due under this Agreement, the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all moneys now or hereafter paid or required to be paid to Indenture Trustee or any Secured Party pursuant to any Operative Document; (g) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Lease Agreement or otherwise, all credits granted by any manufacturer or vendor with respect to such Receivables (including all Finance Charge Receivables), all amounts received the return of any Item of Equipment and the proceeds of any insurance payable with respect theretoto the Items of Equipment; (h) all claims, rights, powers, or privileges and remedies of Lessor under this Agreement and the Lease Agreement; (i) all Insurance Proceeds relating rights of Lessor under this Agreement and the Lease Agreement to such Receivables make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of authority to demand, receive, enforce, collect or receipt for any of the foregoing and all or any property which is the subject of such property will be held by this Agreement or the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Lease Agreement, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement opinion of Collateral Agent) may be necessary or (y) a grant of a security interest (as defined advisable in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable connection with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing; and (j) all moneys and Permitted Investments held by Lessor as security under Section 28.4.4 of the Lease Agreement. provided, upon such creationhowever, Collateral Agent agrees for the Trust shall have a first priority perfected security interest in such property benefit of Lessor that so long as no Loan Event of Default has occurred and is continuing, it will not exercise any of the rights assigned to it under clauses (subject to Section 9-315(ch) and (i) of this Section 7, other than the UCC as in effect in right to receive amounts due under the applicable jurisdiction)Lease Agreement and Section 9 of this Agreement, except for Liens permitted under subsection 2.05(b) without the prior written consent of the Pooling Lessor and Servicing AgreementAdministrative Agent.

Security Interest. This Assignment constitutes either (x) On each Purchase Date, the applicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. LEGAL02/41216309v6 Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of Sellers’ Obligations and hereby grants, assigns and pledges to Administrative Agent a valid transfer and assignment to the Trustee of all fully perfected first priority security interest in Sellers’ right, title and interest of the Transferor in and to the Receivables created Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-Out Commitments, any Property of any Seller (to the extent such Property relates to the Purchased Mortgage Loans), all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such Receivables documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon a Seller’s payment of the Repurchase Price to Administrative Agent, (i) any security interest of Administrative Agent in the related Mortgage Loan and in any proceeds thereof shall be released by Administrative Agent on behalf of Buyers, and (ii) with respect to any eMortgage Loan, the Administrative Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Delegatee and Master Servicer Field or Subservicer Field, as applicable, status with respect thereto as may be directed by the applicable Seller or its designees. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interest in the related Mortgage Loan. Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Administrative Agent and Rocket Mortgage hereby agree that in order to further secure Rocket Mortgage’s Obligations hereunder, Rocket Mortgage hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Rocket Mortgage’s rights (but not its obligations) under the Servicing Facility Documents, including without limitation any rights to assets and rights to receive payments thereunder, but not LEGAL02/41216309v6 including rights (including all Finance Charge Receivablesrights to receive payments) in and under the collateral thereunder, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”). Rocket Mortgage shall deliver an irrevocable instruction to the buyers or administrative agent under the Servicing Facility Documents that upon receipt of notice of an Event of Default under this Agreement, all the buyers or administrative agent thereunder is authorized and instructed to remit to Administrative Agent hereunder directly any amounts received with respect theretootherwise payable to Rocket Mortgage under the Servicing Facility Documents. In furtherance of the foregoing, all Insurance Proceeds relating to such Receivables and all proceeds notice shall also require, upon repayment of the entire Obligations (as defined in the UCC as in effect in Servicing Facility Documents) under the applicable jurisdiction) Servicing Facility Agreement and the termination of all obligations of the buyers thereunder or other termination of the Servicing Facility Documents following repayment of all obligations thereunder, that, if an Event of Default shall then exist under this Agreement, or the Servicing Facility Documents, the buyers or administrative agent thereunder shall deliver to Administrative Agent hereunder any amounts otherwise payable to Rocket Mortgage under the Servicing Facility Documents. Notwithstanding any of the foregoing and all of to the contrary, such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest in Servicing Facility Rights shall terminate (i) when CSFBMC or its Affiliates do not constitute all of the “Buyers” (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables Servicing Facility Agreement) or all of the Additional AccountsBuyers under this Agreement, all monies due or to become due with respect to (ii) when the outstanding aggregate “Repurchase Price” under such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables Servicing Facility Agreement has been paid in full and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with Servicing Facility Agreement has been terminated. With respect to the Receivables thereafter created in respect of Additional Accounts conveyed herebyServicing Facility Rights, all Insurance Proceeds relating to such Receivables and all proceeds of any Section 4.05 of the foregoing upon such creation; Servicing Facility Agreement is deemed to apply and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementis incorporated by reference herein.

Security Interest. This Assignment constitutes either (x) a valid transfer On the Purchase Date, Seller hereby sells, assigns and assignment conveys to the Trustee of Buyer all right, title and interest in the Purchased Assets to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Transferor Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Servicing Rights related to the Receivables created Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements, any Income relating to any Purchased Asset, each Collection Account, the Disbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Additional AccountsPurchased Assets, all monies due as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or to become due interests with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction“Repurchase Assets”), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement.

Security Interest. This Assignment constitutes either To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (xwhether as Borrower or otherwise) a valid transfer and assignment to be performed under this Agreement, the Transaction Documents or any other document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for Principal, Yield, Fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the "Obligations"), the Borrower hereby grants to the Trustee of all right, title Program Agent for its benefit and interest the benefit of the Transferor in and to the Receivables created in the Additional AccountsBeneficiaries, a security interest in, all of the HL RECEIVABLES FINANCING AGREEMENT (a) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all rights of the Borrower to receive monies due or to become due with respect under or pursuant to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in Purchase Agreements or the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementParent Undertakings, (ii) the interest all security interests and property subject thereto from time to time purporting to secure payment of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect under or pursuant to such Receivables the Purchase Agreements or the Parent Undertakings, (including iii) all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating rights of the Borrower to such Receivables and all receive proceeds of any of the foregoing upon the conveyance of such Receivables to the Trustinsurance, and which will be enforceable indemnity, warranty or guaranty with respect to the Receivables thereafter created in respect Purchase Agreements or the Parent Undertakings, (iv) claims of Additional Accounts conveyed herebythe Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all Insurance Proceeds relating to such Receivables remedies thereunder, (b) all Transferred Assets, whether now owned and existing or hereafter acquired or arising, and all proceeds of any of other assets, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge ReceivablesUCC), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of including undivided interests in any of the foregoing, upon such creation(c) the Lockboxes, Deposit Accounts, Borrower's Account and any other deposit accounts, (d) all other property or interests in property, and (e) to the Trust shall have a first priority perfected security interest extent not included in such property (subject to Section 9-315(c) the foregoing, all proceeds of any and all of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementforegoing.

Security Interest. This Assignment constitutes either (xa) a valid transfer To secure the payment, observance and performance of the Secured Obligations, the Borrower hereby confirms the mortgages, pledges and assignment pursuant to the Trustee Existing Credit Agreement and the related Security Agreement dated as of March 15, 1996, as amended, between the Borrower and NationsBank, N.A., as the agent for the Lenders under the Existing Credit Agreement and re-mortgages, re-pledges, and re-assigns all of the Collateral to the Agent, for the benefit of itself as Agent and the Lenders, and confirms the grant to the Agent, for the benefit of itself as Agent and the Lenders pursuant to the Existing Credit Agreement and said related Security Agreement and re-grants to the Agent, for the benefit of itself as Agent and the Lenders, a continuing security interest in, and a continuing Lien upon, all of the Collateral. (b) As additional security for all of the Secured Obligations, the Borrower grants to the Agent, for the benefit of itself as Agent and the Lenders, a security interest in, and assigns to the Agent, for the benefit of itself as Agent and the Lenders, all of the Borrower's right, title and interest in and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to the Borrower, or credited by or due from any participant of any Lender to the Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. The Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the Agent, for the account of the Transferor Lenders, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Agent, on behalf of the Lenders, should make demand for payment hereunder and without further notice to the Receivables created in the Additional Accounts, all monies due or to become due with respect to Borrower (such Receivables (including all Finance Charge Receivablesnotice being expressly waived), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and all the rights given the Agent, the Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of such property set-off. The Agent will be held by promptly notify the Trustee free and clear Borrower of its receipt of any Lien except such funds for (i) Liens permitted under subsection 2.05(b) application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a above grant of a security interest (in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, and the Borrower hereby irrevocably appoints the Agent as defined in the UCC as in effect in the applicable jurisdiction), in its attorney to collect any and all such property deposits or other sums to the Trustee, which extent any such payment is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables not made to the TrustAgent or any Lender by such Lender, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due Affiliate or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementparticipant.

Security Interest. This Assignment constitutes either (xi) a valid transfer On each Purchase Date, each Seller hereby sells, assigns and assignment conveys to the Trustee of Buyer all right, title and interest of the Transferor in and to the Receivables created in the Additional Accountsinterest, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)including, all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed herebyServicing Released Mortgage Loans, all Insurance Proceeds relating to such Receivables of each Seller’s Servicing Rights, and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accountsthe Servicing Retained Mortgage Loans, all monies due of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in each Seller’s rights, title and interest in the Purchased Assets, the Records related to the Purchased Assets, all Servicing Rights related to the Purchased Assets (to the extent of its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to become due any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, in each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Trust shall have Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. The assets set forth in this clause (i) are the “Repurchase Assets”. Without limiting the generality of the foregoing and in the event that Sellers are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a first priority perfected security interest in such property (subject the related Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC Bankruptcy Code. The Sellers hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as in effect in Buyer, at its option, may deem reasonable and appropriate. The Sellers shall pay the applicable jurisdiction), except filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 9.

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases (xother than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a valid transfer fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and assignment all servicing rights related to the Trustee Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all rightcollateral under any other secured debt facility between the Sellers or their Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and interest of the Transferor in Mortgage Loan Schedule and to the Receivables created in the Additional Accounts, all monies due or to become due Exception Report with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trust “Repurchase Assets”). The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Sellers shall have a first priority perfected security interest in such property (subject pay the filing costs for any financing statement or statements prepared pursuant to this Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement8.

Security Interest. This Assignment constitutes either (x) As a valid transfer general and assignment continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Grantor to the Trustee Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guaranty, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of this Agreement and all interest, commissions, cost of realization, legal and other costs, charges and expenses the Grantor, IN CONSIDERATION OF THE LIABILITIES and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant to the Lender, a continuing security interest in the following Collateral: (a) All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and any other similar rights of the Grantor however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and interest all Intellectual Property throughout the world; (b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Transferor in and Grantor used or consumed or to the Receivables created be used or consumed in the Additional AccountsGrantor's business, all monies due or to become due together with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables any and all proceeds books and records pertaining thereto; (c) All Equipment, Fixtures, Goods and all other tangible personal property of the Grantor of every kind or nature which are not inventory or consumer goods as defined in the UCC as in effect in PPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the applicable jurisdictionroad vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus; (d) All products and Proceeds of any each of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for foregoing, specifically including, without limitation, (i) Liens permitted under subsection 2.05(b) any and all Proceeds of any insurance, indemnity, warranty or guaranty payable to the Pooling and Servicing AgreementGrantor from time to time, (ii) any and all payments of any form whatsoever made or due and payable to the interest Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Transferor as Holder foregoing by any governmental authority or any Person acting under color of the Transferor Certificate and governmental authority, (iii) to the Transferor’s right to receive interest accruing onextent of the value of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, and investment earnings in respect of, the Finance Charge Account, the Principal Account or (iv) any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables other amounts from time to the Trust, and which will be enforceable time paid or payable under or in connection with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creationwhether or not in lieu thereof; (e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the Trust shall have a first priority perfected security interest like now in, attached to or which may hereafter at any time be placed in such property or added to any Collateral, whether or not of like kind; and (subject to Section 9-315(cf) All rights, remedies, claims and demands under or in connection with each of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementforegoing.

Security Interest. This Assignment constitutes either (xa) To secure the prompt payment to Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Lender a valid transfer continuing security interest in and assignment Lien upon all of the Collateral. All of Borrowers' Books and Records relating to the Trustee Collateral shall, until delivered to or removed by Lender, be kept by Borrowers in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of all rightassignment hereafter executed by Borrowers in connection with the delivery of a Borrowing Base Certificate to Lender shall be deemed to include the foregoing grant, title whether or not the same appears therein. (b) As additional security for the payment and interest performance of the Transferor in Obligations, each Borrower hereby assigns to Lender any and to the Receivables created in the Additional Accounts, all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Borrowers with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and each Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (but need not), in Lender's name or in any Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and following the occurrence and during the continuance of an Event of Default adjust, litigate, compromise or release any claim against the issuer of any such policy. (c) Each Borrower hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments, thereto that (x) indicate the Collateral (1) as all assets of Borrowers (or any portion of Borrowers' assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Each Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to such Receivables (including all Finance Charge Receivables)any financing statement that directly or indirectly impairs the priority of the Lien in favor of Lender on the Collateral without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, all amounts received with respect thereto, all Insurance Proceeds relating subject to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdictionBorrowers' rights under Section 9-509(d)(2) of the UCC. (d) Each Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrowers) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrowers, and wherever the same may be located, and including in such license access to all media in which any of the foregoing licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense of such property Intellectual Property is not and will not be held by in conflict with the Trustee free and clear contractual or commercial rights of any Lien except for (i) Liens permitted under subsection 2.05(b) third Person; provided, that such license will terminate on the termination of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing this Agreement and any related Supplement or (y) a grant the payment in full of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementObligations.

Security Interest. This Assignment constitutes either On each Purchase Date thereof set forth in the related Confirmation, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (x) other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a valid transfer and assignment to the Trustee of all rightsecurity interest in Seller’s rights, title and interests in the Purchased Assets, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, Income, Interest Rate Protection Agreements (including, without limitation, any rights Seller may have, if any, under a CS Pledged Hedge, if any), accounts (including any interest of the Transferor Seller in escrow accounts and reserve accounts) relating to the Receivables created Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other interest in the Additional Accounts, all monies due or to become due Purchased Assets and any proceeds and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free any other property, rights, title or interests as are specified on a Transaction Request and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable Confirmation and/or Trust Receipt with respect to the Receivables thereafter Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller further hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a security interest in respect of Additional Accounts conveyed Seller’s rights, title and interests in the Deposit Account. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, all Insurance Proceeds Seller hereby authorizes Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as Administrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or words to that effect, and any limitations on such Receivables and all proceeds of collateral description, notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Seller acknowledges that the rights to service the Purchased Assets have been conveyed to Administrative Agent, and, in connection with the Transactions, Administrative Agent has granted to Seller a revocable license to service the Purchased Assets as a party to the current Servicing Agreement. Without limiting the generality of the foregoing upon such creation; and (z) if in the Assignment constitutes event that Seller or Guarantor is deemed to retain any residual Servicing Rights, and for the grant avoidance of a security interest doubt, each of Seller and Guarantor grants, assigns and pledges to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected Administrative Agent security interest in such property (subject the Servicing Rights, as indicated in the paragraph above. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing AgreementBankruptcy Code.

Security Interest. This Assignment constitutes either On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by Seller of its Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related to the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) a valid transfer the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, accounts, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and assignment general intangibles to the Trustee of all right, title and interest of the Transferor in and to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) [ Reserved]; (xvi) any and all of such property will be held by replacements or substitutions for, proceeds (including the Trustee free and clear of any Lien except for (irelated securitization proceeds) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing onof, and investment earnings in respect of, the Finance Charge Account, the Principal Account distributions on or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing; (xvii) any other property, upon such creationrights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Trust shall have TIAA Bank Warehouse Electronic System; (xviii) the Reserve Amount; and (xix) the Reserve Account. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a first priority perfected security interest in such property (subject the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to Section 9-315(cconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the UCC Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as in effect in Buyer, at its option, may deem appropriate, without the applicable jurisdiction), except signature of Seller thereon. Seller shall pay the filing costs for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementany financing statement or statements prepared pursuant to this Section 8.

Security Interest. This Assignment constitutes either As additional security for the Secured Obligations, Borrower hereby pledges, assigns, transfers and grants to Bank a security interest in, a lien on and an express contractual right to set off against (xor refuse to allow withdrawals from) a valid transfer all depository account balances, cash and assignment to the Trustee any other property (tangible or intangible) of all right, title and interest of the Transferor in and to the Receivables created Borrower now or hereafter in the Additional Accountspossession of Bank, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables)including, all amounts received with respect theretowithout limitation, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and all of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of all amounts that might at any time be held in the Pooling Borrower Deposit Accounts established and Servicing Agreementmaintained from time to time by Borrower at Bank in accordance with Section 6.11 hereof, and all funds at any time placed in any such Borrower Deposit Accounts, (ii) the interest of the Transferor as Holder of the Transferor Certificate all other Account Collateral defined and described in Section 6.11 hereof, and (iii) any other portion of the Transferor’s right Loans that might at any time not have been advanced to receive interest accruing onBorrower. Bank may, at any time upon and investment earnings in respect ofduring the occurrence and continuance of an Event of Default, set off against the Finance Charge AccountSecured Obligations, whether or not the Principal Account Secured Obligations (including future payment installments) are then due or have been accelerated, all without any Series Accountadvance or contemporaneous notice or demand of any kind to Borrower, as provided in such notice and demand being expressly waived by Borrower. During the Pooling occurrence and Servicing Agreement and any related Supplement or (y) a grant continuance of a security interest (as defined in the UCC as in effect in the applicable jurisdiction)an Event of Default, in Bank shall have such property to the Trustee, which is enforceable rights with respect to then existing Receivables all of such funds, property and other Account Collateral as are provided by this Agreement, the other Loan Documents or applicable law and may apply such funds, property and other Account Collateral towards the satisfaction of the Additional AccountsSecured Obligations. No such application by Bank of such funds, all monies due property and other Account Collateral shall cure or be deemed to become due with cure any Event of Default or limit in any respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of Bank’s remedies under the foregoing upon Loan Documents. No delay or omission of Bank in exercising any right to apply such funds, property or other Account Collateral shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. At the conveyance request of Bank, ▇▇▇▇▇▇▇▇ shall execute and deliver from time to time such Receivables documents as may be necessary or appropriate, in Bank’s sole judgment, to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have assure Bank that it has a first priority perfected security interest in and lien on such funds, property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementother Account Collateral.” ​

Security Interest. This Assignment constitutes either Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Administrative Agent for the benefit of the Buyers as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of the Buyers a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (x) a valid transfer and assignment to the Trustee of extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all rightinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, title and including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of the Transferor Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Receivables created Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Additional AccountsPurchased Mortgage Loans, all monies due or to become due and any proceeds (including the related securitization proceeds) and distributions with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all of such property will be held by instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Trustee free and clear of “Repurchase Assets”); provided, however, as to any Lien except for (i) Liens permitted under subsection 2.05(b) Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received Repurchase Price with respect thereto. Sellers agree to execute, all Insurance Proceeds deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby for the benefit of the Buyers. Furthermore, the Sellers hereby authorize the Administrative Agent to file financing statements relating to such Receivables and all proceeds of any of the foregoing upon Repurchase Assets, as the conveyance of such Receivables to the TrustAdministrative Agent, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed herebyat its option, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon may deem appropriate. The Sellers shall pay the filing of the costs for any financing statement or statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect prepared pursuant to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) of the UCC as in effect in the applicable jurisdiction), except for Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreementthis Section.