Common use of Collateral; Collateral Security Clause in Contracts

Collateral; Collateral Security. (a) Such Relevant Party has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, and had good and marketable title to, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Lender hereunder. (c) The provisions of this Loan Agreement are effective to create in favor of Lender a valid security interest in all right, title and interest of such Relevant Party in, to and under the Collateral except to the extent that any Collateral consists of real property in which a security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereon. (d) Upon the filing of financing statements on Form UCC-1 naming Lender as “Secured Party” and each Borrower as “Debtor,” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower in, to and under such Collateral, to the extent the Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any each such Pledged Equity to LenderMortgage Loan, Parent the Borrower was the sole owner of, of such Mortgage Loan and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunderhereunder and following such release no Person other than the Borrower has any Lien on any Mortgage Loan. Notwithstanding the foregoing, the Borrower may sell, transfer, assign or pledge or otherwise convey any foreclosed Mortgaged Property to an REO Subsidiary. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which accordance with the Custodial Agreement, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrower's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each the Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. (e) The REO Subsidiary Pledged Stock of any REO Subsidiary will constitute all of the issued and outstanding capital stock or other equity interests of all classes of such REO Subsidiary, and all of such REO Subsidiary Pledged Stock will have been duly and validly issued and, if capital stock, shall have been fully paid and non-assessable. Upon the taking delivery to the Lender or Custodian of possession of all certificated securities representing any certificates or stocks evidencing such REO Subsidiary Pledged Stock, the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in created by the Concentration Account and the Collection Account REO Subsidiary Pledge Agreement therein will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality in such REO Subsidiary Pledged Stock in favor of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before Lender as security for the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsSecured Obligations.

Collateral; Collateral Security. (a) Such Relevant Party has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (bi) Immediately prior to the pledge sale of any Loan or Certificate by a Seller, such Pledged Equity to Lender, Parent Borrower Seller was the sole owner of, of such Loan or Certificate and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, and no Person other than the related Seller has any interest in any Purchased Asset. The related Seller has full right to transfer and assign the Loans or Certificates, as applicable, to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and following the sale of each Purchased Asset, Buyer will own such Purchased Asset free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except for Liens any such security interest created pursuant to be released simultaneously with the Liens granted in favor terms of Lender hereunderthis Agreement. (cii) With respect to each Loan, the related Seller, and with respect to each Certificate, the applicable Trust, is the sole owner and holder of each Loan and has good title thereto, free and clear of all Liens, and no Person other than the related Seller or Trust, as applicable, has an interest in any Loan. (iii) The provisions of this Loan Agreement are effective to create in favor of Lender Buyer a valid security interest in all right, title and interest of such Relevant Party Sellers in, to and under the Collateral except Purchased Items. ​ (iv) Upon delivery of each Purchased Loan to the extent that any Collateral consists of real property in which Custodian, Buyer shall have a fully perfected first priority security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereontherein. (dv) Upon receipt by Buyer of each Certificate in the name of Buyer, Buyer shall have a fully perfected first priority security interest therein. (vi) Upon the filing of financing statements on Form UCC-1 naming Lender Buyer as “Secured Party” and each Borrower Sellers as “Debtor,” Debtors”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the related Seller in, to and under such CollateralPurchased Items, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party Seller has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property portion of the Purchased Assets or other Collateral to any other Person, and such immediately prior to the transfer of the Purchased Assets or any Relevant Party is other Collateral to Buyer, Seller was the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens Purchased Assets or such other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Lender Buyer hereunder. ; (cb) The the provisions of this Loan Repurchase Agreement and the other Purchase Documents are effective to (1) grant Buyer a 100% ownership interest in the Purchased Assets transferred to Buyer in accordance with this Repurchase Agreement or (2) create in favor of Lender Buyer a valid valid, perfected and first priority security interest in all right, title and interest of such Relevant Party Seller in, to and under the Collateral except Collateral; (c) upon (1) payment by Buyer to Seller of the extent that any Collateral consists Adjusted Purchase Price and (2) receipt by the Buyer of real property each Purchased Asset and a complete executed set of the applicable transfer documents in which form sufficient to allow for transfer and registration of the Purchased Assets in the name of Buyer or a third-party identified by Buyer, Buyer shall have a fully perfected first priority security interest cannot prior to any other security interests therein other than Liens to be created under Article 9 released simultaneously with the Liens granted in favor of Buyer, in the Uniform Commercial Code Purchased Assets evidenced thereby; and for which a mortgage is required in order to create any lien thereon. (d) Upon upon the filing with the Secretary of State of Delaware of financing statements on Form UCC-1 naming Lender Buyer as “Secured Party” and each Borrower Seller as “Debtor,” ”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests prior to any other security interests therein under the Uniform Commercial Code UCC in all right, title and interest of each Borrower Seller in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial CodeUCC. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan or other Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of such Mortgage Loan or any such Pledged Equity other Collateral to the Lender, Parent the Borrower was the sole owner of, of such Mortgage Loan or such other Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower, other than those Mortgage Loans or other Collateral which were acquired by the Borrower pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998 between the Borrower and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001 between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrower’s interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and each the Borrower as “Debtor,” and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party has The Seller and Pledgors have not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Pledged Certificate or Mortgage Loan to any other Person, and immediately prior to the pledge of such any Relevant Party is Pledged Certificate or Mortgage Loan to the Buyer, the Seller and the Pledgors, if applicable, were the sole owner of the Contributed Properties such Pledged Certificate or Mortgage Loan and has had good and marketable title thereto. Each Contributed Property is , free and clear of all Liens (other than the Lien interest of Lender and any Permitted Liens. (b) Immediately prior the Trustee pursuant to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, Pooling and had good and marketable title to, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged EquityServicing Agreement), in each case free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Lender the Buyer hereunder. No Pledged Certificate or Mortgage Loan pledged to the Buyer hereunder was acquired by the Seller from an Affiliate of the Seller (other than from a Pledgor). (cb) The provisions of this Loan Repurchase Agreement are effective to create in favor of Lender the Buyer a valid security interest in all right, title and interest of such Relevant Party each Pledgor and the Seller in, to and under the Collateral except to Collateral. (c) Upon receipt by (i) the extent that any Collateral consists Buyer of real property each Pledged Certificate issued in which Buyer's name and (ii) the Trustee of each Mortgage Note, endorsed as prescribed in the Pooling and Servicing Agreement by a duly authorized officer of the Seller, and the related Pledge Notice (as defined in the Pooling and Servicing Agreement) the Buyer shall have a fully perfected first priority security interest cannot be created under Article 9 of in the Uniform Commercial Code applicable Pledged Certificate, and for which a mortgage is required in order to create any lien thereonthe related Mortgage Note and in such Seller's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on The Form UCC-1 filing statements, previously filed on the dates indicated in Schedule 2 of Exhibit C attached hereto, naming Lender the Buyer as “"Secured Party” and each Borrower ", the Seller as “"Debtor,” " and describing the Collateral, filed in the jurisdictions and recording offices listed on Schedule 2 of Exhibit C attached hereto, have fully perfected the security interests granted hereunder in the Collateral will constitute fully perfected first priority to the extent such security interests can be perfected by the filing of such Form UCC-1 filing statements, as of the date of their filing, under the Uniform Commercial Code in all right, title and interest of each Borrower the Seller in, to and under such Collateral, to the extent the Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s which security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsthereto.

Collateral; Collateral Security. (a) Such Relevant Party Neither Borrower nor any Eligible Property Owner has assigned, pledged, or otherwise conveyed or encumbered any Collateral or any Property to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and (i) Borrower is the sole owner of the Collateral (other than the Collateral owned by the Parent SPE and the Eligible Property Owners), free and clear of all Liens other than Permitted Encumbrances and (ii) the related Eligible Property Owner is the sole owner of each Property and had good and marketable title thereto, free and clear of all Liens other than Permitted Encumbrances. (b) Parent SPE has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Borrower Pledged Equity to any other PersonPerson (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any such Borrower Pledged Equity to LenderAdministrative Agent for the benefit of the Secured Parties, Parent Borrower SPE was the sole owner of, of such Borrower Pledged Equity and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Lender hereunderAdministrative Agent for the benefit of the Secured Parties under the Borrower Pledge Agreement, and no Person other than Administrative Agent and Lenders have any Lien on any Borrower Pledged Equity. (c) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Eligible Property Owner Pledged Equity to any other Person (other than collateral assignments to Citibank pursuant to the Existing Agreement, which have been terminated), and immediately prior to the pledge of any such Eligible Property Owner Pledged Equity to Administrative Agent, Borrower was the sole owner of such Eligible Property Owner Pledged Equity and had good and marketable title thereto, free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of Administrative Agent for the benefit of the Secured Parties hereunder, and no Person other than Administrative Agent and Lenders have any Lien on any Eligible Property Owner Pledged Equity. (d) The provisions of this Loan Agreement are effective to create in favor of Lender Administrative Agent, for the benefit of the Secured Parties, a valid security interest in all right, title and interest of such Relevant Party Borrower in, to and under the Collateral except to the extent that any Collateral consists of real property in which a security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereonCollateral. (de) Upon the filing of financing statements on Form UCC-1 or an amendment naming Lender Administrative Agent as “Secured Party” and each Borrower as “Debtor,” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such the Collateral, to the extent the such Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection applicable Account Control Agreement, Lender’s security interest in Administrative Agent, for the Concentration Account benefit of the Secured Parties, shall have a legal, valid and the Collection Account will constitute a fully perfected enforceable first priority security interest under in all right, title and interest of the Uniform Commercial CodeBorrower in the Remittance Account, the General Reserve Account, the Tax and Insurance Reserve Account, each Collection Account, and each other Deposit Account or Securities Account of a Loan Party, in each case, together with all funds and assets credited thereto. (ef) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon LenderAdministrative Agent’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender Administrative Agent may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender Administrative Agent an opinion of counsel, in form and substance reasonably satisfactory to LenderAdministrative Agent, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Pledged Asset to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, of such Pledged Asset and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. Notwithstanding the preceding sentence, such Borrower may hereafter jointly own (a) a Pledged Asset with other parties through the sale of Participation Interests to one or more Loan Participants, or (b) any other interests of such Borrower in a Pledged Asset through the sale of the Guaranteed Portion in the secondary market (“Secondary Market Sale”); provided that such Borrower obtains the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrowers in, to and under the Collateral except Collateral. (c) Pursuant to the extent that any Collateral consists Multiparty Agreement, upon receipt by the FTA of real property in which each SBA 7(a) Loan Note, and notice of the Lender’s Lien thereon, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Pledged Tranche A Asset evidenced thereby and for which a mortgage is required in order to create any lien thereonReadyCap’s interest in the related Pledged Property. (d) Upon receipt by the Custodian of each SBC Loan Note, the Lender shall have a fully perfected first priority security interest therein, in the Pledged Tranche B Asset evidenced thereby and in S▇▇▇▇▇▇▇▇▇’▇ interest in the related Pledged Property. (e) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and each such Borrower as “Debtor,” ”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each such Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. . (f) Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Multiparty Agreement and by all of the Collection Account Control Agreementparties thereto, Lender’s security interest in the Concentration Account and the Collection Account will constitute Lender shall have a fully fully-perfected first priority security interest under the Uniform Commercial Codein each Pledged Asset that constitutes an SBA 7(a) Loan. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (ai) Such Relevant Party The Seller has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Purchased Asset to any other Person, and immediately prior to the sale of any such any Relevant Party is Purchased Asset to the Buyer, the Seller was the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, Purchased Asset and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Lender hereunderthe Buyer hereunder and no Person other than the Seller has any Lien on any Purchased Asset. (cii) The provisions of this Loan Agreement are effective to create in favor of Lender the Buyer a valid security interest in all right, title and interest of such Relevant Party the Seller in, to and under the Collateral except to the extent that any Collateral consists of real property in which a security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereonCollateral. (diii) Upon receipt by the Custodian of each Note, endorsed in blank by a duly authorized officer of the payee or last endorsee, the Buyer shall have a fully perfected first priority security interest therein, in the Loan evidenced thereby and in the Seller’s interest in the related Mortgaged Property. (iv) Upon receipt by the Custodian of each LLC Certificate, the Buyer shall have a fully perfected first priority security interest in the related LLC Interests. (v) Upon the filing of financing statements on Form UCC-1 UCC-1, naming Lender the Buyer as “Secured Party” and each Borrower the Seller as “Debtor,” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the Seller in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any such Pledged Equity Collateral to Lender, Parent unless otherwise approved by Lender in writing, Borrower was the sole owner of, of such Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Lender hereunder. No Collateral pledged to Lender hereunder was acquired by Borrower from an Affiliate of Borrower unless otherwise approved by Lender in writing. (cb) The provisions of this Loan Agreement are effective to create in favor of Lender a valid security interest in all right, title and interest of such Relevant Party Borrower in, to and under the Collateral except Collateral. (i) Upon (x) receipt by Custodian of each Mortgage Note evidencing a Mortgage Loan, endorsed in blank by a duly authorized officer of Borrower, (y) the recordation of the mortgage to Lender securing such Mortgage Loan and an assignment of such mortgage and (z) the extent that any Collateral consists filing of real property in which a UCC-1 financing statement with respect to such assignment of mortgage, Lender shall have a fully perfected first priority security interest cannot be created under Article 9 therein, subject only to prior liens and encumbrances permitted by Lender, in the Mortgage Loan evidenced thereby and in Borrower's interest in the related Property. (ii) Upon (x) receipt by Custodian of each note evidencing a Mezzanine Loan, endorsed in blank by a duly authorized officer of Borrower, (y) the Uniform Commercial Code delivery of a duly executed pledge to Borrower of direct or indirect beneficial interests in the underlying property and for which the filing of UCC-1 financing statements with respect thereto, and (z) the delivery by Borrower of a mortgage is required duly executed pledge of such pledged interests and the filing of UCC-3 assignment statements with respect thereto, Lender shall have a fully perfected first priority security interest therein, in order the Mezzanine Loan evidenced thereby, and in Borrower's interest in the related Property. (iii) As to create any lien thereonall other Collateral, upon receipt by Custodian of all documents set forth in Lender's notice to Borrower and Custodian pursuant to Section 2.03(b)(x) hereof, Lender shall have a fully perfected first priority security interest therein and in Borrower's interest in the related Property. (d) Upon the filing of financing statements on Form UCC-1 naming Lender as “"Secured Party” " and each Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Pledged Asset to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, of such Pledged Asset and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. Notwithstanding the preceding sentence, such Borrower may hereafter jointly own (a) a Pledged Asset with other parties through the sale of Participation Interests to one or more Loan Participants, or (b) any other interests of such Borrower in a Pledged Asset through the sale of the Guaranteed Portion in the secondary market (“Secondary Market Sale”); provided that such Borrower obtains the prior written consent of the Lender, which consent shall not be unreasonably withheld or delayed. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrowers in, to and under the Collateral except Collateral. (c) Pursuant to the extent that any Collateral consists Multiparty Agreement, upon receipt by the FTA of real property in which each SBA 7(a) Loan Note, and notice of the Lender’s Lien thereon, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Pledged Tranche A Asset evidenced thereby and for which a mortgage is required in order to create any lien thereonReadyCap’s interest in the related Pledged Property. (d) Upon receipt by the Custodian of each SBC Loan Note, the Lender shall have a fully perfected first priority security interest therein, in the Pledged Tranche B Asset evidenced thereby and in ▇▇▇▇▇▇▇▇▇▇’▇ interest in the related Pledged Property. (e) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and each such Borrower as “Debtor,” ”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each such Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. . (f) Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Multiparty Agreement and by all of the Collection Account Control Agreementparties thereto, Lender’s security interest in the Concentration Account and the Collection Account will constitute Lender shall have a fully fully-perfected first priority security interest under the Uniform Commercial Codein each Pledged Asset that constitutes an SBA 7(a) Loan. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any each such Pledged Equity to LenderMortgage Loan, Parent the Borrower was the sole owner of, of such Mortgage Loan and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunderhereunder and following such release no Person other than the Borrower has any Lien on any Mortgage Loan. Notwithstanding the foregoing, the Borrower may sell, transfer, assign or pledge or otherwise convey any foreclosed Mortgaged Property to an REO Subsidiary. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which accordance with the Custodial Agreement, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrower’s interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and each the Borrower as “Debtor,” ”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code (e) The REO Subsidiary Pledged Stock of any REO Subsidiary will constitute all of the issued and outstanding capital stock or other equity interests of all classes of such REO Subsidiary, and all of such REO Subsidiary Pledged Stock will have been duly and validly issued and, if’ capital stock, shall have been fully paid and nonassessable. Upon the taking delivery to the Lender or Custodian of possession of all certificated securities representing any certificates or stocks evidencing such REO Subsidiary Pledged Stock, the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in created by the Concentration Account and the Collection Account REO Subsidiary Pledge Agreement therein will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality in such REO Subsidiary Pledged Stock in favor of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before Lender as security for the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsSecured Obligations.

Collateral; Collateral Security. (a) Such Relevant Party No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan or other Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of such Mortgage Loan or any such Pledged Equity other Collateral to Lenderthe Agent, Parent Borrower was for the ratable benefit of the Lenders, the Borrowers were the sole owner of, of such Mortgage Loan or such other Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Lender the Agent, for the ratable benefit of the Lenders hereunder. No Mortgage Loan or other Collateral pledged to the Agent, for the ratable benefit of the Lenders hereunder, was acquired (by purchase or otherwise) by any Borrower from an Affiliate of any Borrower. (cb) The provisions of this Loan Agreement are effective to create in favor of Lender the Agent, for the ratable benefit of the Lenders, a valid security interest in all right, title and interest of such Relevant Party the Borrowers in, to and under the Collateral except Collateral. (c) Upon (i) receipt by the Custodian of each Mortgage Note, endorsed in blank by a duly authorized officer of the relevant Borrower and (ii) the issuance by the Custodian to the extent that any Collateral consists Agent of real property in which a Trust Receipt therefor the Agent shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrowers' interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Lender the Agent as “"Secured Party” " and each Borrower the Borrowers as “Debtor,” "Debtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the Borrowers in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property of the Collateral to any Person other Personthan the Lender, and immediately prior to the pledge of such any Relevant Party is Collateral, the Borrower was the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of the Lender hereunderhereunder and except for Permitted Property Liens. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except Collateral, other than REO Property, and each REO Property Mortgage is effective to create in favor of the Lender a valid mortgage Lien on all right, title and interest of the Borrower in, to and under the REO Property subject thereto. (c) Upon (i) receipt by the Custodian of each Mortgage Note and each assignment of a Mortgage Loan, endorsed or assigned as appropriate, (ii) the filing (to the extent that any Collateral consists of real property in which a security such interest cannot can be created perfected by filing under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereon. (dCode) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each the Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 6 attached hereto, (iii) the recording of each REO Property Mortgage in the recording office and jurisdiction from time to time represented by the Borrower as the recording office and jurisdiction where such recording is to be made, (iv) the taking of possession of the certificates representing any pledged equity interests under a Mezzanine Loan and any certificates representing any Security, and (v) the taking of such other actions with respect to the Assets as the Borrower shall have notified the Lender to be necessary for perfection of the security interests and Liens granted hereunder (including without limitation, the taking of such actions as may be required to obtain and maintain "control" (as defined in Article 8 of the Georgia Uniform Commercial Code) over any Collateral constituting uncertificated securities), the security interests and Liens granted hereunder and in such REO Property Mortgages in the Collateral will constitute fully perfected first first-priority security interests under the Uniform Commercial Code (to the extent security interests in such Collateral may be perfected under the UCC by filing) or applicable state real property law, as the case may be, in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan or other Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of such Mortgage Loan or any such Pledged Equity other Collateral to the Lender, Parent the Borrower was the sole owner of, of such Mortgage Loan or such other Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. No Mortgage Loan pledged to the Lender hereunder was acquired by the Borrower from an Affiliate of the Borrower unless a True Sale Certification has been delivered to the Lender prior to such pledge. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonsuch Borrower's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each the Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (ai) Such Relevant Party Neither the Seller nor any of its Subsidiaries has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Collateral (including the Mortgage Loans) to any other PersonPerson other than the Purchaser. Immediately prior to the pledge of any Mortgage Loan to the Purchaser, and such any Relevant Party the Seller represents that it is the sole owner of the Contributed Properties such Mortgage Loan and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately prior to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, and had good and marketable title to, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Lender hereunderthe Purchaser hereunder and no Person other than the Purchaser has any Lien on any Mortgage Loan. (cii) The provisions of this Loan Agreement are effective to create in favor of Lender the Purchaser a valid first priority security interest in all right, title and interest of such Relevant Party the Seller and its Subsidiaries in, to and under the Collateral except to the extent that any Collateral consists of real property in which a security interest cannot be created under Article 9 of the Uniform Commercial Code and for which a mortgage is required in order to create any lien thereonCollateral. (diii) Upon receipt by the Purchaser of each Mortgage Note, endorsed in blank by a duly authorized officer of the payee or last endorsee, the Purchaser shall have a fully perfected first priority security interest therein, in the Mortgage Loan evidenced thereby and in the mortgagee's interest in the related Mortgaged Property. (iv) Upon the filing of financing statements on Form UCC-1 naming Lender the Purchaser as “"Secured Party” " and each Borrower the Seller as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto6.12(d), the security interests granted hereunder in the Collateral will constitute fully perfected perfected, first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the Seller and its Subsidiaries in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (ev) Without limiting Pursuant to the generality of Custodial Agreement, the foregoing, each Borrower will no earlier than six Seller and its Subsidiaries (6or its predecessor in interest) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be have delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory the Purchaser the Mortgage File (including the Mortgage Note) relating to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(aeach Mortgage Loan (other than any Wet Mortgage Loan) with respect to perfection and otherwise that is subject to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens provisions of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsthis Loan Agreement.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or nor otherwise conveyed or encumbered any Contributed Property Mortgage Loan or other Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of such Mortgage Loan or any such Pledged Equity other Collateral to the Lender, Parent the Borrower was the sole owner of, of such Mortgage Loan or such other Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. No Mortgage Loan pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower, or such other acquisition approved in writing by the Lender at the Lender's sole discretion. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which blank by a duly authorized officer of the Borrower, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrower's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each the Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each the Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loans or other Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of such Mortgage Loan or any such Pledged Equity other Collateral to the Lender, Parent a Borrower was the sole owner of, of such Mortgage Loans or such other Collateral and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. No Mortgage Loans or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by a Borrower from any Affiliate of any Borrower, other than those Mortgage Loans or other Collateral which were acquired by NC Capital pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998 between the Borrower and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001 between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party each Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which blank by a duly authorized officer of the relevant Borrower, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe relevant Borrower's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each Borrower as “"Debtor,” " and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the Borrowers in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party has The Borrowers have not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Mortgage Loan to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any such Pledged Equity Mortgage Loan to the Lender, Parent the applicable Borrower was the sole owner of, of such Mortgage Loan and had good and marketable title tothereto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder.. No Mortgage Loan pledged to the Lender hereunder was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate of the Borrower (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party the Borrowers in, to and under the Collateral except to Collateral. (c) Upon receipt by the extent that any Collateral consists Custodian of real property each Mortgage Note, endorsed in which blank by a duly authorized officer of the applicable Borrower, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of therein, in the Uniform Commercial Code Mortgage Loan evidenced thereby and for which a mortgage is required in order to create any lien thereonthe Borrowers' interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each Borrower the Borrowers as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower the Borrowers in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.

Collateral; Collateral Security. (a) Such Relevant Party None of the Borrowers has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property of the Collateral to any other Person, and such any Relevant Party is the sole owner of the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and any Permitted Liens. (b) Immediately immediately prior to the pledge of any such Pledged Equity Collateral to the Lender, Parent such Borrower was the sole owner of, of such Collateral and had good and marketable title to, the Borrower Pledged Equity and Parent SPE was the sole owner ofthereto, and had good has full right and marketable title to, the Parent Borrower Pledged Equity, in each case authority to pledge or assign such Collateral free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder. No Mortgage Loan or Eligible Security pledged to the Lender hereunder was acquired (by purchase or otherwise) by any of the Borrowers from an Affiliate of such Borrower, except for Eligible Mortgage Loans or Eligible Securities purchased from another Borrower. All Mortgage Notes evidencing each Mortgage Loan are substantially in the form of Exhibit I hereto. (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party each of the Borrowers in, to and under the Collateral except Collateral. (c) Upon receipt by the Custodian of each Mortgage Note endorsed in blank by a duly authorized officer of such Borrower and receipt by the Lender of each Eligible Security assigned by such Borrower to the extent that any Collateral consists of real property in which Lender, the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 therein, in the Mortgage Loan or Eligible Security and in the case of a Mortgage Loan, in each of the Uniform Commercial Code and for which a mortgage is required Borrowers' interests, if any, in order to create any lien thereonthe related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each Borrower the Borrowers as “Debtor,” "Debtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower of the Borrowers in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality All of the foregoingPledged Securities have been validly issued, each Borrower will and are fully paid and non-assessable and not subject to preemptive rights, and the Pledged Securities have been offered, issued and sold in compliance with all applicable laws and (A) there are no earlier than six (6) months outstanding rights, options, warrants or later than three (3) months before agreements for the fifth (5th) anniversary of the date of filing of each UCC financing statement filed purchase from, or sale or issuance, in connection with the Pledged Securities; (B) there are no agreements on the part of any Loan Document of the Borrowers to issue, sell or distribute the Pledged Securities; and (C) none of the Borrowers has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any Advance, notify Lender and upon Lender’s request (i) deliver and file interest therein or cause to be filed an appropriate continuation statement with pay any dividend or make any distribution in respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptionsPledged Securities.

Collateral; Collateral Security. (a) Such Relevant Party The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contributed Property Pass-Through Certificate or Mortgage Loan to any other Person, and immediately prior to the pledge of such any Relevant Party is Pass-Through Certificate or Mortgage Loan to the Lender, the applicable Borrower was the sole owner of the Contributed Properties such Pass-Through Certificate or Mortgage Loan and has had good and marketable title thereto. Each Contributed Property is , free and clear of all Liens (other than the Lien interest of Lender and any Permitted Liens. (b) Immediately prior the Trustee pursuant to the pledge of any such Pledged Equity to Lender, Parent Borrower was the sole owner of, Pooling and had good and marketable title to, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged EquityServicing Agreement), in each case free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder.. No Pass-Through Certificate or Mortgage Loan pledged to the Lender hereunder was acquired by the applicable Borrower from an Affiliate of the applicable Borrower (cb) The provisions of this Loan Agreement are effective to create in favor of the Lender a valid security interest in all right, title and interest of such Relevant Party each Borrower in, to and under the Collateral except to Collateral. (c) Upon receipt by (i) the extent that any Collateral consists Lender of real property each Pass-Through Certificate issued in which Lender's name and (ii) the Trustee of each Mortgage Note, endorsed as prescribed in the Pooling and Servicing Agreement by a duly authorized officer of the applicable Borrower, and the related Pledge Notice (as defined in the Pooling and Servicing Agreement) the Lender shall have a fully perfected first priority security interest cannot be created under Article 9 of in, respectively, the Uniform Commercial Code applicable Pass-Through Certificate, and for which a mortgage is required in order to create any lien thereonthe Mortgage Loan evidenced by the Mortgage Note and in such Borrower's interest in the related Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Lender as “"Secured Party” " and each Borrower as “"Debtor,” ", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower in, to and under such Collateral, to the extent the Collateral can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Concentration Account Control Agreement and the Collection Account Control Agreement, Lender’s security interest in the Concentration Account and the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Without limiting the generality of the foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in connection with any Loan Document or any Advance, notify Lender and upon Lender’s request (i) deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement; provided that Lender may elect to file such continuation statement, and (ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions.the