Common use of Grant of a Security Interest Clause in Contracts

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such the Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than loan principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve and REO Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and together with all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice cause to be filed, as a precautionary filing, a Form UCC-1 in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Trustee shall file continuation statements thereto at such office, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, : (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the following property, whether now owned or existing or hereafter acquired or arising-- (A) the Mortgage Loans, (B) the Mortgage Loan Purchase Agreement, (C) all other assets comprising included or to be included the Trust Fund, including without limitationall principal, the Mortgage Loans interest and the Trust Companion Loans, all principal and interest other amounts received or receivable on or with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to after the Cut-off Date and (other than any Principal Prepayments received on or prior to the Cut-off Date), all amounts held from time to time in the Certificate Custodial Account, the Distribution Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Excess Liquidation Proceeds Account and, if established, the REO Account, the Loss of Value Reserve Fund and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such the Mortgage Loans Loans, and (D) all proceeds and products of the Trust Companion Loans foregoing; and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, a UCC Financing Statement or Form UCC-1, which shall include a Schedule I substantially in the form attached as Exhibit J hereto, in the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the consent of the Depositor hereby given, continuation statements with respect thereto, in each case within six (6) months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such the Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the state of Delaware promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of the applicable UCC.immediately preceding filing. The 298

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit K hereto in all appropriate locations in the State of North Carolina promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit L hereto in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the Trustee and the Master Servicer 159 in preparing and filing such continuation statements. This Section 12.07 11.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCCUniform Commercial Code.

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.176

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Trust Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Mortgage Loans, all principal principal, interest and interest other amounts received or receivable with respect to the Trust Mortgage Loans and after the Trust Companion Loans Closing Date (other than principal and interest payments due and payable prior to the Cut-off Date Date, and other than any Principal Prepayments received on or prior to the Cut-off Date), all amounts (other than those allocable to the ▇▇ ▇▇▇▇ Non-Trust Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto) held from time to time in the Certificate Account, the Distribution Custodial Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO Account, Account(s) and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Mortgage Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.file

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than loan principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve and REO Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and together with all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice cause to be filed, as a precautionary filing, a Form UCC-1 in all appropriate locations in the State of New York and the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall file continuation statements thereto at such office, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Trust Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Mortgage Loans, all principal principal, interest and interest other amounts received or receivable with respect to the Trust Mortgage Loans and after the Trust Companion Loans Closing Date (other than principal and interest payments due and payable prior to the Cut-off Date Date, and other than any Principal Prepayments received on or prior to the Cut-off Date), all amounts (other than those allocable to the Serviced Non-Trust Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto) held from time to time in the Certificate Account, the Distribution Custodial Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO AccountAccount(s), the Loss of Value Reserve Fund and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Mortgage Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1, which shall include a Schedule I substantially in the form attached as Exhibit J hereto, in the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the consent of the Depositor hereby given, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in -352-

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit P hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Collection Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Accounts and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such the Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the Trustee and the Master Servicer 192 in preparing and filing such continuation statements. This Section 12.07 11.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCCUniform Commercial Code.

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the Commonwealth of Pennsylvania promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the Trustee and the Master Servicer in 189 preparing and filing such continuation statements. This Section 12.07 11.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCCUniform Commercial Code.

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than loan principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Master Collection Account, the Interest Reserve each Primary Collection Account and, if established, the and REO Account, Account and all reinvestment earnings on such amounts, and together with all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice cause to be filed, as a precautionary filing, a Form UCC-1 in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Trustee shall file continuation statements thereto at such office, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit K hereto in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Trust Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Mortgage Loans, all principal principal, interest and interest other amounts received or receivable with respect to the Trust Mortgage Loans and after the Trust Companion Loans Closing Date (other than principal and interest payments due and payable prior to the Cut-off Date Date, and other than any Principal Prepayments received on or prior to the Cut-off Date), all amounts (other than those allocable to the Serviced Non-Trust Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto) held from time to time in the Certificate Account, the Distribution Custodial Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO Account, Account(s) and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Mortgage Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1, which shall include a Schedule I substantially in the form attached as Exhibit J hereto, in the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the consent of the Depositor hereby given, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received on or prior to the Cut-off Date), all amounts held from time to time in the Certificate Pool Custodial Account, the Distribution Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account and, if established, the Pool REO Account, Account and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as EXHIBIT J hereto in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the reasonable cooperation of the Depositor, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion (including all Replacement Mortgage Loans), all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, Account and the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such the Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit E hereto in all appropriate locations in the state of Delaware promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of the applicable UCC.immediately preceding filing. The

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit K hereto in all appropriate locations in the State of North Carolina promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of the applicable UCC.immediately preceding filing. The Depositor shall cooperate in a

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Trust Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Mortgage Loans, all principal principal, interest and interest other amounts received or receivable with respect to the Trust Mortgage Loans and after the Trust Companion Loans Closing Date (other than principal and interest payments due and payable prior to the Cut-off Date Date, and other than any Principal Prepayments received on or prior to the Cut-off Date), all amounts (other than those allocable to the Serviced Non-Trust Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto) held from time to time in the Certificate Account, the Distribution Custodial Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if established, the REO AccountAccount(s), the Loss of Value Reserve Fund and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Mortgage Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1, which shall include a Schedule I substantially in the form attached as Exhibit J hereto, in the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the consent of the Depositor hereby given, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Lower-Tier Distribution AccountsAccount, the Upper-Tier Distribution Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account and, if established, the REO Account, and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 11.07 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit J hereto in all appropriate locations in the State of New York promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends and the Trustee agree that it is their intent that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends and the Trustee agree that it is their intent that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor and the Trustee also intends intend and agrees agree that, in such event, (i) in order to secure performance of the Depositor's obligations hereunder and payment of the Certificates, the Depositor shall be deemed to have granted granted, and does hereby grant, to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received on or prior to the Cut-off Date), all amounts held from time to time in the Certificate Pool Custodial Account, the Distribution Accounts, the Gain-on-Sale Reserve Collection Account, the Interest Reserve Account and, if established, the Pool REO Account, Account and the Defeasance Deposit Account and any and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans Loans, and (ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.07 The Depositor shall constitute notice file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit J hereto in the State of Delaware promptly following the initial issuance of the Certificates, and the Trustee shall prepare, execute and file at each such office, with the reasonable cooperation of the Depositor, continuation statements with respect thereto, in each case within six months prior to the Trustee pursuant to any fifth anniversary of the requirements of immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the applicable UCC.Trustee and the Master Servicer in preparing and filing such continuation statements. This

Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s 's right, title and interest in and to the Mortgage Loans and the Trust Companion Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s 's entire right, title and interest in and to the assets comprising constituting the Trust Fund, including including, without limitation, the Mortgage Loans and the Trust Companion Loans, all principal and interest received or receivable with respect to the Mortgage Loans and the Trust Companion Loans (other than principal and interest payments due and payable prior to the Cut-off Date and any Principal Prepayments received prior to the Cut-off Date), all amounts held from time to time in the Certificate Account, the Distribution Accounts, the Gain-on-Sale Reserve Account, the Interest Reserve Account and, if established, the REO Account, Account and all reinvestment earnings on such amounts, and all of the Depositor’s 's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans and the Trust Companion Loans and Loans, (ii) this Agreement shall constitute a security agreement under applicable law, (iii) the possession by the Trustee (or the Custodian on its behalf) of Mortgage Notes or such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Missouri, Illinois and New York Uniform Commercial Codes, and (iii) notifications to Persons holding such property, and acknowledgements, receipts or confirmations from Persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interests under applicable law. Any assignment of the interest of the Trustee pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Depositor shall, and upon the request of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the Trust Fund), take such actions as may be necessary to insure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged or assigned. This Section 12.07 11.07 shall constitute notice to the Trustee pursuant to any of the requirements of Section 9-305 of the applicable New York UCC.