Common use of Security Interest Clause in Contracts

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although As security for the parties intend that all Transactions hereunder line of credit, Avangard shall be sales listed and purchases properly registered with the proper state authority, as the first and not loansprimary lienholder on each vehicle for which Avangard shall extend the line of credit. Additionally, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance payment of all indebtedness evidenced by Seller this Agreement and any and all other indebtedness of its Obligations and the Dealer to Avangard in any capacity, now existing or hereafter incurred, however created or evidenced, regardless of kind, class or form, whether direct, indirect, absolute or contingent, Dealer hereby grants, assigns grants and pledges to Buyer a fully perfected first priority security interest in Avangard all of the Purchased Mortgage LoansDealer’s assets currently owned or hereafter acquired, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, including but not limited to: inventory, any payments or proceeds under any related primary insuranceincluding all goods, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)motor vehicles, Incomemerchandise, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles supplies and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other tangible personal property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, all documents now and at any times covering or representing any of said property or assets, all of Dealer’s accounts, accounts receivables, contract receivables, contract rights, notes, drafts, acceptances, instruments, chattel paper and general intangibles, and all guarantees and suretyship agreements relating thereto and all security for payment thereof, now and hereafter existing or arising, as well as any profits now or hereafter created acquired from or through any of the foregoing (collectively, the "Repurchase Assets"hereinafter collectively referred to as “Collateral”). Seller agrees Collateral is defined herein to executeinclude without limitation all tangible and intangible property of every description (including all additions, deliver and/or file such documents substitutions, and perform such acts as may be reasonably necessary proceeds) to fully perfect Buyer's secure the obligations, or which is now or hereafter in possession or custody of or in transit to Avangard for any purpose, and will also include any lien on property acquired at any time by the entry of judgment hereunder or the revival of or execution on said judgment. All Collateral is security for any and all obligations and the undersigned grants a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer in all Collateral to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionAvangard.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer and, in any event, as security for the performance by Seller of its Obligations Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans, ; (ii) the Records, Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related servicing rights, to the Program Agreements Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), ; (v) any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, ; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, deposit accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) ), and general intangibles and to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the servicing of one hand and Buyer or Buyer’s Affiliates on the Purchased Mortgage Loansother; (xvi) any and all replacements or substitutions for, and any proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing and foregoing; and (xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or Trust Receipt in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and Certificationin the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the "Repurchase Assets")Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although (a) To secure the parties intend that full and punctual payment of the Debt and performance of all Transactions hereunder be sales obligations of Borrower now or hereafter existing under this Agreement and purchases and not loansthe other Loan Documents, in the event any such Transactions are deemed Borrower hereby grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully first-priority perfected first priority security interest in the Purchased Mortgage LoansLockbox Account and Cash Management Account, the Recordsall interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all related servicing rights"proceeds" (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the Program Agreements (prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the extent such Program Agreements Lockbox Account and Seller's right thereunder relate Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence and during the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Purchased Mortgage Loans)Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any related Take-out CommitmentsEvent of Default, Property, all insurance policies Lender may use the Lockbox Account and insurance proceeds relating to Cash Management Account for any Mortgage Loan or of the related Mortgaged Propertyfollowing purposes: (A) repayment of the Debt, including, but not limited to, any payments principal prepayments and the prepayment premium applicable to such full or proceeds under any related primary insurancepartial prepayment (as applicable); (B) reimbursement of Lender for all losses, hazard insurance fees, costs and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other accounts) purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any interest Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the Purchased Mortgage Loans, the servicing immediately preceding sentence shall be deemed to be a commercially reasonable exercise of the Purchased Mortgage Loans, Lender's rights and any proceeds (including the related securitization proceeds) and distributions remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under this Agreement or under any of the foregoing other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and any other property, rights, title or interests as are specified on complete a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, foreclosure under the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionMortgage.

Security Interest. Although This Agreement constitutes a security agreement under the parties intend that all Transactions hereunder be sales and purchases and not loansGeorgia Commercial Code. To secure payment of Merchant’s obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Transaction Records, Credit Vouchers and other items submitted to Provider for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the "Repurchase Assets"Account and the Reserve Account, in the nameof or for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account andthe Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant’s future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason). Seller agrees to execute, deliver and/or file such documents and perform such acts as Provider may be reasonably necessary to fully perfect Buyer's setoff or otherwise exercise its security interest created herebywithout notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating In addition to the Repurchase Assets without the signature collateral pledged above, Provider may require Merchant tofurnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligationsunder this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Bank. ▇▇▇▇▇▇▇▇ will execute anydocuments and take any actions required to comply with and perfect any security interest under this paragraph, atMerchant’s cost. Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateralpledged above, as the Buyerand ▇▇▇▇▇▇▇▇ will obtain Bank’s written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, andall indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locationsand free of liens, claims, and encumbrances other than ordinary sales taxes. Merchant may deem appropriate. The Seller shall pay the filing costs for not sell and assign future Transaction receivables to any financing statement person or statements prepared pursuant to this Sectionentity without Provider’s prior written consent.

Security Interest. Although This Agreement constitutes a security agreement under the parties intend that all Transactions hereunder be sales and purchases and not loansUtah Commercial Code. To secure payment of Merchant’s obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Transaction Records, Credit Vouchers and other items submitted to Provider for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the "Repurchase Assets"Account and the Reserve Account, in the name of or for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account and the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason), Provider may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Provider may require Merchant to furnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Bank. Merchant will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at Merchant’s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyerand Merchant will obtain Bank’s written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. The Seller shall pay Notwithstanding the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Sectionthird party without Provider’s prior written consent.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in in: (i) the Purchased Mortgage Loans, Assets; (ii) the Records, and all Records related servicing rights, to the Purchased Assets; (iii) the Program Agreements Documents (to the extent such Program Agreements Documents and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out Commitments, Property, Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee ; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements relating to any Purchased Asset; (if any), Income, the Collection Account, Interest Rate Protection Agreementsxiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles and to the extent that the foregoing relates to any Purchased Asset; (xv) any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets; (xvi) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the servicing Purchased Assets; and (xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties a) Seller and Buyer intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Assets and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loanshereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to grants Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: (i) the Purchased Mortgage LoansAssets, (ii) the Records, and (iii) all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, iv) all insurance policies mortgage guaranties and insurance proceeds relating to any Mortgage Loan such Purchased Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property, including, but not limited to, Property and any payments mortgage insurance certificate or proceeds under any related primary insurance, hazard other document evidencing such mortgage guaranties or insurance and FHA Mortgage Insurance Contracts all claims and VA Loan Guarantee Agreements payments thereunder, (if any)v) all instruments, Incomechattel paper, the Collection Accountsecurities, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) investment property and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets comprising or relating to the Purchased Mortgage Loans Assets, (includingvi) any securities account, without limitationincluding the Collection Account and all security entitlements to financial assets now or hereafter carried in or credited to any securities account, (vii) all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, (viii) all guarantees or other accountssupport for the Purchased Assets, (ix) or any and all replacements, substitutions, distributions on the Purchased Assets, (x) any interest in the Purchased Mortgage Loans, Assets or the servicing of the Purchased Mortgage LoansAssets, and (xi) any now existing or hereafter arising proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title titles or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created Notice (collectively, the "Repurchase Assets"“Collateral”). Seller acknowledges and agrees that its rights with respect to executethe Collateral (including without limitation, deliver and/or file its security interest in the Purchased Assets and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer hereunder. The parties acknowledge and agree that the perfection of such security interest is intended to be accomplished through possession of the related Purchased Assets by Buyer, the Custodian or by any other Person on Buyer’s behalf, and that such possession unless otherwise agreed is for Buyer’s own account. b) Seller hereby irrevocably constitutes and appoints Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Buyer’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and perform such acts as instruments which may be reasonably necessary or desirable to fully perfect Buyer's security interest created hereby. Furthermoreaccomplish the purposes of this Agreement, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Purchased Assets and the Collateral without the Seller’s signature of the Seller, thereon as the Buyer, Buyer at its option, option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Buyer the power and right, on behalf of Seller, without assent by, but with notice to, Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any other Purchased Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Buyer for the purpose of collecting any and all such moneys due with respect to any other Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Assets; (A) to direct any party liable for any payment under any Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Buyer or as Buyer shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Assets as fully and completely as though Buyer were the absolute owner thereof for all purposes, and to do, at Buyer’s option and Seller’s expense, at any time, and from time to time, all acts and things which Buyer deems necessary to protect, preserve or realize upon the Purchased Assets and the Collateral and Buyer’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations have been paid in full and this Agreement is terminated in accordance with the terms hereof. Seller also authorizes Buyer, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets. The powers conferred on Buyer hereunder are solely to protect Buyer’s interests in the Purchased Assets and shall not impose any duty upon it to exercise any such powers. Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller shall pay the filing costs for any financing statement act or statements prepared pursuant failure to this Sectionact hereunder, except for its or their own gross negligence or willful misconduct.

Security Interest. Although To secure payment of Merchant’s obligations under the parties intend that all Transactions hereunder be sales and purchases and not loansMerchant Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the "Repurchase Assets"Merchant Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. Seller If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. ▇▇▇▇▇▇▇▇ agrees to execute, deliver and/or that Peoples Trust may file such financing statements and any other documents and perform such acts as may be reasonably necessary required for Peoples Trust to fully perfect Buyer's its security interest, and ▇▇▇▇▇▇▇▇ will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature or lien in any of the Sellercollateral pledged above, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for and ▇▇▇▇▇▇▇▇ will obtain Peoples Trust’s written consent before it grants a lien or security interest in that pledged collateral to any financing statement or statements prepared pursuant to this Sectionother person.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as (a) As security for the payment and performance by Seller of its any and all of the Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to Bank, Borrower and Guarantor hereby grants, assigns pledge to Bank and pledges to Buyer gives Bank a fully perfected first priority continuing security interest in the Purchased Mortgage Loansand general Lien upon and right of set-off against, the Recordsall right, title and all related servicing rights, the Program Agreements (interest of Borrower or Guarantor in and to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesCollateral, whether now owned or hereafter acquiredacquired by Borrower or Guarantor. (b) Except as herein or by applicable law otherwise expressly provided, now existing Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter created (collectivelyto preserve any rights therein against prior parties, the "Repurchase Assets"). Seller and Borrower agrees to execute, deliver and/or file take such documents steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and perform such acts preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and Bank’s omission to take any action not requested by Borrower shall not be reasonably necessary deemed a failure to fully perfect Buyer's exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest created hereby. Furthermorein or Lien against other items of Collateral or any of Bank’s options, powers or rights under this Agreement or otherwise arising. (c) Following an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, (i) transfer into the Seller hereby authorizes name of Bank or the Buyer to file financing statements relating to the Repurchase Assets without the signature name of Bank’s nominee any of the SellerCollateral, as (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and direct the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for disposition of any financing statement or statements prepared pursuant to this Sectionproceeds of any Collateral.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as As security for the full and prompt payment and performance by Seller of its the Secured Obligations and (as hereinafter defined), Debtor hereby grants, bargains, sells, conveys, assigns and pledges sets over to Buyer Secured Party, and grants to Secured Party a fully perfected first priority security interest in the Purchased Mortgage Loansin, the Recordsfollowing property and rights of Debtor: A. (Inventory and Documents) all inventory of Debtor, whether now owned or hereafter acquired by Debtor and wherever located, including, without limitation, all goods, merchandise, raw materials, work in process, finished goods, and other tangible personal property held for sale or lease or furnished under contracts of service or used or consumed in Debtor's business and all returned, reclaimed and repossessed goods (collectively, the "Inventory"), together with all documents now or hereafter representing any such Inventory (collectively, the "Documents"), and all related servicing rightsproceeds and products of the foregoing. B. (Accounts) all accounts, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accountsinstruments and chattel paper whether arising from the sale of Inventory or the rendering of services by Debtor or otherwise and whether now owned or hereafter acquired by Debtor and whether now existing or hereafter arising and all returned, paymentsreclaimed and repossessed goods (collectively, rights the "Accounts"), together with all books and records relating to payment such Accounts, and all proceeds of the foregoing. C. (including payments of interest or finance chargesIntangibles) all general intangibles and other assets relating to the Purchased Mortgage Loans (of Debtor, whether now owned or hereafter acquired by Debtor, including, without limitation, any goodwill, choses in action, causes of action, literary rights, rights to performance, confidential information, purchase orders, trade secrets, trademarks, service marks, patents, copyrights, inventions and other accounts) or any interest in the Purchased Mortgage Loansproprietary information (collectively, the servicing "Intangibles"), together with all books and records relating to such Intangibles, and all proceeds of the Purchased Mortgage Loans, and any proceeds foregoing. D. (including the related securitization proceedsEquipment) and distributions with respect to any all equipment of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesDebtor, whether now owned or hereafter acquiredacquired by Debtor and wherever located, including, without limitation, all machinery, computer equipment and peripherals, furniture, furnishings, and motor vehicles, and all replacements thereof and substitutes therefor, and all accessories, additions, attachments and other goods now existing or hereafter created installed in or affixed thereto or used in connection therewith (collectively, the "Repurchase AssetsEquipment"), together with all warranties and service contracts relating to such Equipment, and all proceeds of the foregoing. The term "Equipment," as used in this Agreement, also includes fixtures, including leasehold improvements and machinery and appliances which are attached to real property in such a manner as to become fixtures (collectively, the "Fixtures"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature (All of the Sellerproperty and rights described in paragraphs A, B, C and D above, as applicable, are sometimes hereinafter collectively referred to as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section"Collateral.")

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loansTo secure payment of Merchant's obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Bank a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Bank for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with the "Repurchase Assets"Bank or any institution other than Bank, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (d) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (whether because this Agreement has been terminated or for any other reason), Bank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for and ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or security interest in that pledged collateral to any financing statement or statements prepared pursuant to this Sectionother person.

Security Interest. Although the parties intend that (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all Transactions hereunder be sales rights and purchases and not loans, interests in the event any such Transactions are deemed Purchased Mortgage Loans identified on the related Asset Schedule. In addition to be loansthe foregoing, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the RecordsREO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Program Agreements Security Deposits, the Facility Documents (to the extent such Program Agreements Facility Documents and each Seller's ’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Take-out CommitmentsMortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertyProperty or Contributed Asset, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance any Income relating to any Purchased Mortgage Loan and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeContributed Asset, the Collection Account, Interest Rate Protection Agreementsthe Certificate Distribution Accounts, and all rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansLoans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request Confirmation and/or Trust Receipt and CertificationAsset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Seller Repurchase Assets"”). Seller agrees This paragraph is intended to executeconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (ii) Each of POP and PMC hereby grant, deliver and/or file such documents assign and perform such acts as may be reasonably necessary pledge to Buyer a fully perfect Buyer's perfected first priority security interest created hereby. Furthermorein all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Underlying Repurchase Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (iii) In order to further secure the Obligations hereunder, the REO Subsidiary hereby pledges to Buyer as security for the performance by the REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Subsidiary Owned Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and the REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of the REO Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Contributed Assets except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. (v) Each Seller Party hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although In addition to the parties intend that statutory landlord's lien, Landlord shall have, at all Transactions times, and Tenant hereby grants to Landlord, a valid security interest to secure payment of all rentals and other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach of Tenant of any covenant, agreement or condition contained herein, upon all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be sales situated on the Premises, and purchases all proceeds therefrom, and such property shall not loansbe removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the event Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (5) days before the time of sale. The proceeds from any such Transactions are deemed disposition, less any and all expenses connected with the taking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured by the security interest granted in this Section 21.0. Any surplus shall be paid to be loansTenant or as otherwise required by law; and Tenant shall pay any deficiencies forthwith. Upon request by Landlord, Seller Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the security interest of Landlord in the said property and the process thereof under the provisions of the Uniform Commercial Code in force in the State of Georgia. The statutory lien for rent is not hereby pledges waived, the security interest herein granted being in addition and supplementary thereto. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Buyer as security for the performance by Seller Landlord in this Section 21 to any future commercial lender of its Obligations Tenant that desires to attach and hereby grants, assigns and pledges to Buyer perfect a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (Tenant's Personal Property for purposes of using same as collateral for a loan made to the extent such Program Agreements and SellerTenant in connection with an initial public offering of Tenant's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created herebystock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the Seller hereby authorizes the Buyer security interest granted to file financing statements relating Landlord in this Section 21 to the Repurchase Assets without the signature any commercial lender of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs Tenant that desires to attach and perfect a security interest in Tenant's Personal Property to secure a purchase money loan from said lender to Tenant for any financing statement or statements prepared pursuant to this SectionTenant's purchase of Tenant's Personal Property.

Security Interest. Although the a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Buyer as security for the performance by Seller the Sellers of its the Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in the following: the Purchased Mortgage Loans, REO Subsidiary Interests, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, PropertyProperty relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection AgreementsAgreements (which interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein), accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accountsinstruments, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees In the event any Purchased Asset becomes an REO Property, the Sellers shall promptly repurchase such Purchased Asset, and simultaneously convey a Buyer Deed, to the Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Agreement. The Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Buyer's ’s security interest created hereby. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer the Agent for the benefit of Buyers as security for the performance by Seller the Sellers of its Obligations the Obligations, and hereby presently grants, assigns and pledges to Buyer the Agent for the benefit of Buyers, a fully perfected first priority security interest in the Purchased Mortgage LoansAssets, the Records, related records and all servicing rights related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans)Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Take-out CommitmentsMortgaged Property, Propertyany Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, but not limited to, including any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements, accounts (Agreements but including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general ), payment intangibles and other general intangibles to the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Mortgage Loans Assets (including, without limitation, including any other accounts) or any interest in the Purchased Mortgage LoansAssets, (ii) to the servicing of the Purchased Mortgage LoansAssets, and any proceeds (including iii) to Sellers’ interest under the related securitization proceedsServicing Agreement, (iv) and distributions with respect to all collateral for any of the foregoing Purchased Assets and (v) to distributions in respect of the Purchased Assets; and any other proceeds, property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationwith respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees . (b) Section 9(a) is intended to execute, deliver and/or constitute a security agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and transactions hereunder as defined under Section 101(47)(v) of the Bankruptcy Code. (c) The Sellers hereby authorize the Agent to file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the BuyerAgent, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 9.

Security Interest. Although (a) To secure the parties intend that full and punctual payment of the Debt and performance of all Transactions hereunder be sales obligations of Borrower now or hereafter existing under this Agreement and purchases and not loansthe other Loan Documents, in the event any such Transactions are deemed Borrower hereby grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully first-priority perfected first priority security interest in the Purchased Mortgage LoansLockbox Account and Cash Management Account, the Recordsall interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investments, and all related servicing rights"proceeds" (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the Program Agreements (prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, title and interest of Lender in and to the extent such Program Agreements Lockbox Account and Seller's right thereunder relate Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority of the security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Purchased Mortgage Loans)Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any related Take-out CommitmentsEvent of Default, Property, all insurance policies Lender may use the Lockbox Account and insurance proceeds relating to Cash Management Account for any Mortgage Loan or of the related Mortgaged Propertyfollowing purposes: (A) repayment of the Debt, including, but not limited to, any payments principal prepayments and the prepayment premium applicable to such full or proceeds under any related primary insurancepartial prepayment (as applicable); (B) reimbursement of Lender for all losses, hazard insurance fees, costs and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other accounts) purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any interest Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the Purchased Mortgage Loans, the servicing immediately preceding sentence shall be deemed to be a commercially reasonable exercise of the Purchased Mortgage Loans, Lender's rights and any proceeds (including the related securitization proceeds) and distributions remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under this Agreement or under any of the foregoing other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and any other property, rights, title or interests as are specified on complete a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, foreclosure under the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionMortgage.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as (a) As security for the performance by Seller the Borrower of its Obligations all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grantsgrants to the Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsBorrower’s right, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationinterest in, in all instancesto and under the following, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "Repurchase Assets"). Seller agrees “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to execute, deliver and/or file any such documents Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the HGV Borrower Purchase Agreement and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreall remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the Barbados Resort. (b) The Borrower hereby authorizes the Buyer filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to file financing statements relating to that effect, notwithstanding that such wording may be broader in scope than the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to collateral described in this SectionSection 2.

Security Interest. Although Borrower shall grant Lender (i) a first priority security interest covering all of Borrower’s accounts, deposit accounts including but not limited to Account No. xxxxxxx (the parties intend that “Medicare Account”), and Account No. xxxxxxx (the “Operating Account”), both maintained by Borrower with Lender, (all Transactions hereunder such accounts collectively, the “Deposit Accounts”) excluding Borrower’s Account No. xxxxxxx (the “Construction Escrow Account”) which shall be sales and purchases and not loanssubject to a second priority security interest, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer (ii) a fully perfected first priority security interest in the Purchased Mortgage LoansBorrower’s accounts receivable, the Recordsgovernment and non-government health care accounts receivable, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, including but not limited toto health-care-insurance receivables, any payments or proceeds under any related primary insurance, hazard insurance contract rights and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesinventory, whether now owned or hereafter acquired, now existing or hereafter created and all proceeds, products, rents, profits, and income therefrom (collectively, the "Repurchase Assets"“Receivables”); (iii) a first priority security interest covering all of Borrower’s goods, chattels, revenue, income, certificates of title, medical supplies, and equipment (collectively, the “Goods”) and (iv) a second priority security interest covering all of Borrower’s medical equipment, furniture, hospital beds, kitchen equipment and supplies, computer equipment, computer hardware, computer software, computer software licenses, general intangibles, and all other tangible personal property, whether now owned or hereafter acquired, and all proceeds, products, rents, profits and income from the sale therefrom (the “Equipment”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. FurthermoreThe Deposit Accounts, the Seller hereby authorizes Receivables, the Buyer Goods and the Equipment are collectively referred to file financing statements relating herein as the “Borrower’s Personal Property”). The security interests granted shall be evidenced by one or more security agreements in form and substance approved by Lender (the “Security Agreement”). The lien covering the Equipment and the Construction Escrow Account will be subordinate only to the Repurchase Assets without lien granted by Borrower to Lender in the signature of same collateral to secure the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionMortgage Note.

Security Interest. Although On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the RecordsRecords related to the Purchased Mortgage Loans, and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out CommitmentsCommitments related to such Purchased Mortgage Loans, any right to payment under the Joint Securities Agreement, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guarantee Guaranty Agreements (if any), Incomeany Income relating to any Purchased Mortgage Loan, the Collection Reserve Account, Interest Rate Protection Agreementsthe Operating Account, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, Loans and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationException Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments without the consent of, or without violating its obligations to, the related Take-out Investor to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the "“Repurchase Assets"”). . (ii) The foregoing paragraph (i) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. (iii) Upon the repurchase of any Purchased Mortgage Loan by the Seller agrees or the sale of a Purchased Mortgage Loan to executeany third party and receipt by Buyer in each case of the related Repurchase Price, deliver and/or file such documents with respect to any eMortgage Loan, the Buyer shall initiate a Transfer of Location of the eNotes and perform such acts Delegatee status with respect thereto as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the directed by Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales To secure payment and purchases and not loansperformance of its Liabilities, in the event any such Transactions are deemed each Borrower hereby grants to be loansAgent, Seller hereby pledges to Buyer as security for the performance by Seller benefit of its Obligations Agent, the Lenders and hereby grantsthe Issuing Bank, assigns a right of setoff against and pledges to Buyer a fully perfected first priority continuing security interest (and Rail and Deco hereby confirm, acknowledge, continue and ratify in all respects the Purchased Mortgage Loansright of setoff and security interest granted under the Original Agreement and Security Agreement, the Recordsrespectively, and all related servicing rights, the Program other Financing Agreements (executed in connection therewith) in and to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loansproperty, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other interests in property, rightsof such Borrower, title whether real or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancespersonal, whether now owned or hereafter acquiredacquired by such Borrower and wheresoever located, including without limitation: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment; (iv) such Borrower's deposit accounts (general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Borrower maintains deposits; (v) such Borrower's monies, and any and all other property and interests in property of such Borrower now existing or hereafter created coming into the actual possession, custody or control of Agent or any Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (collectivelywhether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (vi) insurance proceeds of or relating to any of the "Repurchase Assets"). Seller agrees foregoing; (vii) insurance proceeds relating to executeany key man life insurance policy covering the life of any director, deliver and/or file officer, employee or former director, officer or employee of such documents Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and perform records relating to any of the foregoing; and (x) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing; provided, however, that the foregoing property, and interest in property, shall not include the Excluded Property so long as the Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that immediately and automatically (without the need for any further action) upon the repayment of all of the indebtedness and obligations for which any Excluded Property is collateral, and the release by the holder of such acts indebtedness of all of its liens on and security interests in such Excluded Property, such Excluded Property shall be Collateral securing the Liabilities, and the Borrowers shall take, or cause to be taken, all such actions as Agent may be reasonably necessary request to fully perfect Buyer's assure Agent of its first priority perfected security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Sectionand Lien in such Excluded Property.

Security Interest. Although To secure payment of Merchant’s obligations under the parties intend that all Transactions hereunder be sales and purchases and not loansMerchant Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the "Repurchase Assets"Merchant Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. Seller If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Merchant agrees to execute, deliver and/or that Peoples Trust may file such financing statements and any other documents and perform such acts as may be reasonably necessary required for Peoples Trust to fully perfect Buyer's its security interest, and Merchant will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature or lien in any of the Sellercollateral pledged above, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for and Merchant will obtain Peoples Trust’s written consent before it grants a lien or security interest in that pledged collateral to any financing statement or statements prepared pursuant to this Sectionother person.

Security Interest. Although (a) Grant of Security Interest and Cross-Collateralization. Buyer and the parties Sellers intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Loans and not loansloans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loans, Seller hereby pledges to Buyer hereunder as loans and as security for the performance by Seller Sellers of its Obligations and hereby grants, assigns and pledges all of Sellers' obligations to Buyer under this Agreement and the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a fully perfected cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Mortgage Loans, including the Recordsindebtedness of Obligors and the Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and MH Loans, and all related servicing rightsother collateral provided as security for the Purchased Loans; Servicing Agreements, the Program Agreements (to the extent such Program Agreements Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and Seller's right thereunder relate warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, any and all Hedg▇▇, ▇▇l Insured Closing Letters and the Collection AccountEscrow Instructions covering any or all of the Loans, Interest Rate Protection all Collections and the Blocked Accounts and all amounts on deposit therein, any and all collection accounts and escrow accounts relating to the Purchased Loans, all MH Contracts, Dealer Financing Agreements, accounts (including any and other Loan Agreements, the Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to payment of interest of Seller in escrow accounts) or finance charges and collateral securing such obligations, and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage whether constituting real or personal property, accounts, chattel paper, equipment, goods, instruments, general intangibles, inventory or proceeds, or securities backed by or representing an interest in such Loans, and any proceeds (including the related securitization proceeds) and all replacements, substitutions, distributions with respect to on or Proceeds of any and all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase AssetsCollateral"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

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

Security Interest. Although The parties to this Agreement intend that the conveyance of Lender's right, title and interest in and to the FFELP Loans shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Lender to Participant. The parties to this Agreement intend that the arrangements with respect to the participation interest in FFELP Loans shall constitute a purchase and sale of such participation interests and not a loan. In the event, however, that it were determined by a court of competent jurisdiction that the transactions evidenced by this Agreement shall constitute a loan and not a purchase and sale, the parties hereto intend that all Transactions hereunder this Agreement would constitute a security agreement under applicable law and that Lender shall be sales and purchases and not loans, in the event any such Transactions are deemed to be loanshave granted, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grantsdoes grant (subject to the condition above), assigns and pledges to Buyer Participant a fully perfected first priority perfected security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellerof Lender's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsright, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesinterest, whether now owned or hereafter acquired, now existing in, to and under all accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, money, deposit accounts, certificates of deposit, letters of credit, advices of credit and other property consisting of, arising from or hereafter created related to the following collateral to secure the rights of Participant hereunder and the obligations of Lender hereunder (collectively, the "Repurchase AssetsPledged Collateral"): (a) all participation interests in FFELP Loans; (b) all revenues and recoveries of principal from participation interests in FFELP Loans, including all borrower payments and reimbursements of principal and accrued interest on default claims received from any Guarantor; (c) any other revenues and recoveries of principal and interest, other payments and reimbursements of principal and accrued interest received with respect to any participation interests in FFELP Loans, any other collection of cash with respect to such FFELP Loans (including, but not limited to, Interest Subsidy Payments and Special Allowance Payments) received and all other cash collections, tax refunds and other cash proceeds of the Pledged Collateral; (d) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such participation interests in FFELP Loans, whether pursuant to the contract related to such participation interests in FFELP Loans or otherwise; (e) all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to participation interests in FFELP Loans otherwise in respect of the pledged collateral; and (f) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, general intangibles, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables or other liquidated property which at any time constitute all or part or are included in the proceeds of any of the foregoing property). Seller Lender agrees that from time to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyertime, at its optionexpense, it will properly execute and deliver all further instruments and documents (including, without limitation, UCC-1 financing statements and custodian agreements with the Servicer), and take all further action that Participant or Facility Agent may deem appropriate. The Seller shall pay reasonably request in order to perfect, protect or more fully evidence Participant's or Facility Agent's interest in the filing costs for Pledged Collateral or to enable Participant to exercise or enforce any financing statement or statements prepared pursuant to this Sectionof its rights hereunder.

Security Interest. Section 8 of the Existing Repurchase Agreement is hereby amended by deleting the first paragraph thereto in its entirety and replacing it with the following language: “Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related servicing rightssolely to the Purchased Mortgage Loans, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and Seller's right the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeLoan, the Collection Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of Seller the Sellers in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all USActive 7659101.2 collateral under any other secured debt facility between a Seller or their Affiliates on the servicing of one hand and the Purchased Mortgage LoansBuyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationException Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.”

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountBuydown Amount and any account to which such amount is deposited, Interest Rate Protection AgreementsAgreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although (a) As security for the parties intend that payment and performance of any and all Transactions of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be sales and purchases and not loansowing by the Borrower to the Bank, in the event any such Transactions are deemed to be loans, Seller Borrower hereby pledges to Buyer as security for the performance by Seller of its Obligations Bank and hereby grants, assigns and pledges to Buyer give the Bank a fully perfected first priority continuing security interest in and general Lien upon and right of set-off against, all right, title and interest of the Purchased Mortgage Loans, the Records, Borrower in and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesCollateral, whether now owned or hereafter acquired, now existing acquired by the Borrower. (b) Except as herein or hereafter created (collectivelyby applicable law otherwise expressly provided, the "Repurchase Assets"). Seller Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and the Borrower agrees to execute, deliver and/or file take such documents steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and perform such acts preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be reasonably necessary deemed a failure to fully perfect Buyer's exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest created hereby. Furthermorein or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising. (c) Upon the Seller hereby authorizes occurrence of an Event of Default and the Buyer expiration of any applicable grace or cure period the Bank may at any time and from time to file financing statements relating time, with or without notice to the Repurchase Assets without Borrower, (i) transfer into the signature name of the SellerBank or the name of the Bank's nominee any of the Collateral, as (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the BuyerBank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral. (d) In the event that Borrower and Bank execute any International Swap Dealers Association (ISDA) Master Agreements and Schedules then the Collateral shall also secure such ISDA Master Agreement and Schedules, at its optiontogether with confirmation letters, which may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Sectionhereafter be executed between Borrower and Bank.

Security Interest. Although On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the RecordsRecords related to the Purchased Mortgage Loans, and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out CommitmentsCommitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection Accountany Income relating to any Purchased Mortgage Loan, Interest Rate Protection AgreementsAgreements related to such Purchased Mortgage Loans, the Reserve Account, and any other accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates solely to any Purchased Mortgage Loans and any other assets to the extent relating solely to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, Loans and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationException Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments, insurance policies and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments, insurance policies or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor, insurance provider or counterparty to such Interest Rate Protection Agreement, to such but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the "“Repurchase Assets"”). Seller agrees . (ii) The foregoing paragraph (i) is intended to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's constitute a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating agreement or other arrangement or other credit enhancement related to the Repurchase Assets without the signature Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionBankruptcy Code.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accountsa) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing Each of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any following items or types of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as (collectivelythe “Purchased Items”): all Mortgage Assets, all rights under each Purchase Agreement (but not the "Repurchase Assets"obligations thereunder). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreall Mortgage Asset Files, the Seller hereby authorizes the Buyer to file financing statements including without limitation all promissory notes included therein, all Servicing Records relating to the Repurchase Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets without and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which the signature Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the Sellerforegoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all securities accounts to which any Purchased Assets consisting of “securities” or “security entitlements” (as defined in the BuyerUCC) have been credited, at its optionall Interest Rate Protection Agreements, may deem appropriate. The Seller shall pay if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and “investment property” as defined in the filing costs for UCC relating to or constituting any financing statement and all of the foregoing, and any and all replacements, substitutions, distributions on or statements prepared pursuant to this Sectionproceeds of any and all of the foregoing.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loansTo secure payment of Merchant's obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Bank a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Bank for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with the "Repurchase Assets"Bank or any institution other than Bank, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (d) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (whether because this Agreement has been terminated or for any other reason), Bank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyerand ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. The Seller shall pay Notwithstanding the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Sectionthird party without Provider’s prior written consent.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountSecurities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationAsset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire outstanding principal amount of the loan under the Servicing Facility Agreement and the termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although The Parties hereto intend that, pursuant to the Trust Agreement, prior to depositing any assets in the Trust Account, and from time to time thereafter as required, the Reinsurer shall execute or cause the execution of assignments or endorsements in blank, or transfer legal title of all shares, obligations and other assets requiring assignments or endorsements to the Trustee as needed, so that the Ceding Company, or the Trustee upon direction to the Trustee by the Ceding Company, may, whenever necessary pursuant to the terms of the Trust Agreement, negotiate, deliver, transfer, assign or sell any such assets without the consent or signature from the Reinsurer or any other Person. Out of an excess of caution and in order to preserve the arrangements set forth in the Trust Agreement if, notwithstanding the intention of the parties intend that all Transactions hereunder be sales and purchases and expressed in the Trust Agreement, the Trustee is determined by a Governmental Authority of competent jurisdiction (i) not loansto have the authority to negotiate, deliver, transfer, assign or sell any assets credited to the Trust Account, in its capacity as Trustee, without the event consent or signature from the Reinsurer, or any such Transactions are deemed other Person, or (ii) the transfer of assets by the Reinsurer to the Trust Account shall for any reason be determined by a Governmental Authority of competent jurisdiction to be loansinvalid or ineffective, Seller the Reinsurer hereby pledges grants to Buyer the Ceding Company as security for all obligations (whether absolute or contingent, matured or unmatured) of the performance by Seller Reinsurer to the Ceding Company arising under or in connection with the Transaction Agreements, including all reasonable attorneys’ fees and legal expenses incurred in connection with the collection and enforcement of its Obligations the Transaction Agreements and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest created hereunder, in the Purchased Mortgage Loanseach case, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate obligations are required to be reimbursed to the Purchased Mortgage Loans)Ceding Company by the Reinsurer under such Transaction Agreements, any related Take-out Commitmentsa first priority perfected security interest in all of the Reinsurer’s rights, Propertytitles and interests in, to and under all insurance policies of the following property, whether now owned or existing or hereafter acquired or arising and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements wheresoever located (if any), Incomecollectively, the Collection “Collateral”): (a) the Trust Account and the assets credited to the Trust Account, Interest Rate Protection Agreementsincluding without limitation, accounts (including any interest of Seller investment property, securities, investments, 1007933761v22 instruments, cash, mortgage notes and all participation interests in escrow accounts) and any other contract rightsmortgage notes, funds, general intangibles, accounts, paymentsreceivables, rights chattel paper, letter-of-credit rights, documents and all other assets (x) held in or credited to payment the Trust Account or (including payments of interest or finance chargesy) general intangibles otherwise conveyed to the Trustee by the Reinsurer; (b) all cash and other financial assets relating credited to the Purchased Mortgage Loans Trust Account and all security entitlements (including, without limitation, any other accountswithin the meaning of Section 8-102(a) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansUCC) related to or arising therefrom; (c) all supporting obligations relating to, and any proceeds (including the related securitization proceeds) and distributions with respect to all security interests, mortgages or other liens securing, any of the foregoing and (d) all proceeds of all of the foregoing, and agrees that this Agreement shall constitute a security agreement made by the Reinsurer in favor of the Ceding Company under applicable Law. Any amounts withdrawn from the Trust Account in accordance with the Trust Agreement shall be automatically released from, and withdrawn free and clear of, any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created herebyherein. Furthermore, the Seller The Reinsurer hereby authorizes the Buyer Ceding Company to file financing statements relating any and all UCC-1 Financing Statements with respect to the Repurchase Assets without Collateral, and any and all amendments, assignments and continuation statements with respect thereto, that are deemed necessary or desirable by the signature Ceding Company in order to perfect such security interest in the Collateral. All terms used in this Section 5.9 and defined in the UCC shall have the meanings given to such terms in the UCC. Nothing in this Section 5.9 is intended to affect the validity of, or the transfer of assets into, the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionTrust Account.

Security Interest. Although On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the RecordsRecords related to the Purchased Mortgage Loans, and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out CommitmentsCommitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection Accountany Income relating to any Purchased Mortgage Loan, Interest Rate Protection AgreementsAgreements related to such Purchased Mortgage Loans, the Reserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loans and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, Loans and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationException Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller may not, pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the "“Repurchase Assets"”). Seller agrees . (ii) The foregoing paragraph (i) is intended to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's constitute a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating agreement or other arrangement or other credit enhancement related to the Repurchase Assets without the signature Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionBankruptcy Code.

Security Interest. (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller the Sellers hereby pledges pledge to the Buyer as security for the performance by Seller the Sellers of its their Obligations and hereby grantsgrant, assigns assign and pledges pledge to the Buyer a fully perfected first priority security interest in and to the Seller’s right, title and interest in the Purchased Mortgage LoansAssets, the Records, and all servicing rights related servicing rightsto the Purchased Assets, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and Seller's the Sellers’ right thereunder relate to the Purchased Mortgage LoansAssets), any Property relating to any Purchased Asset or the related Take-out CommitmentsMortgaged Property, Propertyany Takeout Commitments relating to any Purchased Mortgage Loans, all Settlement Accounts and all amounts therein, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, hazard insurance and insurance, FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Asset, and any other contract rights, accounts (including any interest of Seller the Sellers in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, all collateral under any other secured debt facility (including, without limitation, any facility documents as a repurchase agreement or similar purchase and sale agreement) between the servicing Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Purchased Mortgage LoansBuyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationAsset Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"). Seller agrees to execute”) provided, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's that no Default, Event of Default or Margin Deficit exists, the Buyer shall release its security interest created herebyin the Purchased Assets upon payment in full to the Buyer of the Repurchase Price with respect thereto. FurthermoreNothing contained in this Repurchase Agreement shall obligate the Buyer to segregate any Purchased Assets delivered to the Buyer by the related Seller. In the event that any Purchased Mortgage Loan becomes an REO Property, such Seller shall promptly repurchase such Purchased Mortgage Loan, and simultaneously convey a Buyer Deed, to Buyer in accordance with the Seller provisions below if such REO Property will be subject to a Transaction under this Repurchase Agreement. The Sellers hereby authorizes authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Repurchase Price for all Purchased Assets and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interest in any remaining Repurchase Assets.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title and interest in, to and under the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and the Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeLoan, the Collection Account, the Cash Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the servicing of Seller or its Affiliates on the Purchased Mortgage Loansone hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationwith respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature of the Seller, thereon as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as As security for Employee's obligations and liabilities to the performance by Seller of its Obligations Company whether now existing or hereafter arising under this Note (the "OBLIGATIONS") Employee has pledged and hereby grants, assigns and pledges granted to Buyer the Company a fully perfected first priority security interest in all shares of capital stock of the Purchased Mortgage LoansCompany ("SHARES") now owned or in the future acquired by Employee pursuant to Employee's exercise of rights under that incentive stock option agreement, dated July 27, 2000, covering one hundred fifty thousand (150,000) shares of common stock ("OPTION") (attached hereto as Exhibit A) (the Records"COLLATERAL") pursuant to the terms and conditions of the Pledge Agreement. The Note is further secured by a continuing personal guaranty by Guarantor of seventy-five thousand dollars ($75,000) of the Obligations pursuant to the terms and conditions of the Guaranty. Employee agrees that as a condition precedent to the exercise of Employee's rights under the Options or any other compensatory stock award received from the Company to deliver to and deposit with the Secretary of the Company or the Secretary's designee (the "ESCROW AGENT") six (6) duly endorsed stock assignments in a form satisfactory to the Company together with a certificate or certificates evidencing all of the Shares so acquired; said documents are to be held by the Escrow Agent and delivered by said Escrow Agent pursuant to the Escrow Instructions of the Company and Employee, which instructions shall set forth such terms as shall be determined by the Company. Employee shall not (1) sell, transfer, or otherwise dispose of the Collateral without prior written consent of the Company, and all related servicing rights, the Program Agreements (in any event shall immediately pay to the extent Company the proceeds of such Program Agreements sale, transfer or other disposition; or (2) directly or indirectly, create or permit any lien on the Collateral or any portion of it. Employee agrees to defend the Collateral against and Seller's right thereunder relate take any action that may be required to the Purchased Mortgage Loans), remove any related Take-out Commitments, Property, all insurance policies such lien and insurance proceeds relating agrees to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts take such additional actions (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accountsfiling a Form UCC-1) as may be necessary or any advisable at the reasonable request of the Company to perfect and continue the Company's security interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionCollateral.

Security Interest. (a) On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule [and the Repurchase Assets]. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)hazard insurance, Income, the Collection Cash Pledge Account, the Operating Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, deposit accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationRequest, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). (b) Seller acknowledges that it has [no] rights to service the Purchased Mortgage Loans [but only has rights as a party to the current Servicing Agreement] Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (c) Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although To secure the parties intend that payment and performance of all Transactions hereunder be sales and purchases and not loansof the Obligations when due, in the event any such Transactions are deemed Borrower hereby grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Silicon a fully perfected first priority security interest in all of the Purchased Mortgage Loansfollowing (collectively, the Records“Collateral”): all right, title and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller Borrower in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing all of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesfollowing, whether now owned or hereafter acquiredarising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all Intellectual Property); all Investment Property; all Other Property; and any and all claims, now existing or hereafter created rights and interests in any of the above, and all guaranties and security for any of the above, and all substitutions and replacements for, additions, accessions, attachments, accessories, and improvements to, and proceeds (collectivelyincluding proceeds of any insurance policies, proceeds of proceeds and claims against third parties) of, any and all of the above, and all Borrower’s books relating to any and all of the above; provided that the Collateral shall not include the Intellectual Property unless Borrower fails to meet the Quick Ratio Test set forth in the Schedule. Notwithstanding the fact that the Collateral does not include the Intellectual Property unless Borrower fails to meet the Quick Ratio Test set forth in the Schedule, the "Repurchase Assets")Collateral includes all proceeds of Intellectual Property, including, without limitation, all Accounts and payment intangibles. Seller agrees In the event Borrower at any time fails to executemeet the Quick Ratio Test, then, at all times thereafter, the Collateral shall include the Intellectual Property. Borrower shall concurrently execute and deliver and/or file such documents an Intellectual Property Security Agreement in favor of Silicon, but the same will provide that it is not effective unless and perform such acts as may be reasonably until Borrower fails to meet the Quick Ratio Test. Notwithstanding the foregoing, if a judicial authority (including a U.S. Bankruptcy Court) holds that a security interest in the underlying Intellectual Property is necessary to fully perfect Buyer's have a security interest created hereby. Furthermorein such items that are proceeds of the Intellectual Property, then in such circumstance, the Seller hereby authorizes Collateral shall automatically, and effective as of the Buyer to file financing statements relating date hereof, include the Intellectual Property to the Repurchase Assets extent necessary to permit perfection of Bank’s security interest in such proceeds, including, without the signature limitation, proceeds consisting of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionAccounts and General Intangibles.

Security Interest. Although To secure the parties intend that prompt payment to Lender of the Outstanding Facility Amount (whether now existing or hereafter arising or incurred and including, without limitation, interest accruing at the then applicable rate provided herein after the maturity of the Loan and interest accruing at the then applicable rate provided herein after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower or Guarantor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and any and all Transactions hereunder be sales other obligations now existing or hereinafter arising owed by Borrower and/or Guarantor to Lender, whether on account of principal, interest, fees, indemnities, costs, expenses or otherwise, each of Borrower and purchases and not loans, in the event any such Transactions are deemed Guarantor hereby irrevocably grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, following property and all related servicing rightsright, title and interests of Borrower and Guarantor therein, whether now owned or existing or hereafter acquired or arising and wheresoever located (the Program Agreements (to the extent such Program Agreements "Collateral"): A. All Accounts, Assets and Seller's right thereunder relate to the Purchased Mortgage Loans)Asset Pools; all accounts, any related Take-out Commitmentschattel paper, Propertyinstruments, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accountscash and general intangibles; all right, paymentsremedies, rights to payment (including payments security, Liens, guaranties, other contracts of interest suretyship, secondary obligations and supporting obligations with respect thereto; all deposits or finance charges) general intangibles other security or support for the obligation of any Account Debtor; all equipment and lease agreements; all real estate and leaseholds; and credit and other insurance acquired by Account Debtor, the Borrower or Guarantor in connection therewith; B. All assets relating realized, collected or obtained in connection with or as a result of collections made on account of any Account; C. All Asset Pool Proceeds; D. All rights in and to each Purchase Agreement and the Purchased Mortgage Loans PRA Purchase Agreement; E. All monies, securities, Capital Stock and personal property, now or hereafter held, received by, or entrusted to, in the possession or under the control of Lender or a bailee of Lender; F. All books and records (including, without limitation, any customer lists, credit files, tapes, ledger cards, computer software and hardware, electronic data processing software, computer printouts and other accountscomputer materials and records) of Borrower or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to Guarantor evidencing or containing information regarding any of the foregoing foregoing; G. All labels, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter or any property of a similar nature, if any, as it pertains to the Collateral; H. To the extent not included in the foregoing, all personal and fixture property of every kind and nature including without limitation all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or electronic), deposit accounts, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, securities and all other investment property, supporting obligations and any other propertycontract rights or rights to the payment of money, rightsinsurance, title or interests as are specified on claims and proceeds, tort claims, and all general intangibles (including all payment intangibles); I. All accessions to, substitutions for and all replacements and proceeds of the foregoing, including, without limitation, proceeds of insurance policies (including but not limited to claims paid and premium refunds); and J. Lender acknowledges that Borrower and/or Guarantor has and will have Existing Debt and Lender shall only have a Transaction Request and/or Trust Receipt and Certificationsecurity interest in any assets securing such Existing Debt to the extent that such security interest is permitted by the documents governing such Existing Debt. Further, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyanything herein to the contrary notwithstanding, the "Repurchase Assets"). Seller agrees to executeCollateral hereunder shall not include any assets of Borrower and/or Guarantor securing their $12,500,000 credit facility with AG PRA 1999 Funding Co., deliver and/or file LLC as provided in the documents governing such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, facility on the Seller hereby authorizes date hereof or the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionTrust Accounts.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Purchase Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountAccount and all amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection AgreementsAgreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans, all collateral, however defined, securing any other agreement between Seller or a Guarantor on the one hand and Buyer on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). . b. The foregoing provision (a) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as (a) As security for the performance by Seller the Borrower of its Obligations all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grantsgrants to the Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsBorrower’s right, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationinterest in, in all instancesto and under the following, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "Repurchase Assets"). Seller agrees “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to execute, deliver and/or file any such documents Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. FurthermoreContribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the “Hilton Grand Vacations at the Crane” Resort. (b) The Borrower hereby authorizes the Buyer filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to file financing statements relating to that effect, notwithstanding that such wording may be broader in scope than the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to collateral described in this SectionSection 2.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in in: (i) the Purchased Mortgage Loans, Assets; LEGAL02/45709332v2 (ii) the Records, and all Records related servicing rights, to the Purchased Assets; (iii) the Program Agreements Documents (to the extent such Program Agreements Documents and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out Commitments, Property, Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee ; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements relating to any Purchased Asset; (if any), Income, the Collection Account, Interest Rate Protection Agreementsxiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles and to the extent that the foregoing relates to any Purchased Asset; (xv) any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets; (xvi) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the servicing Purchased Assets; and (xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loansfinancings, in the event any such Transactions are deemed to be loansfinancings, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds proceeds, in each case, relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, hazard insurance and insurance, FHA Mortgage Insurance Contracts and or VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountBuydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request for Certification and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Buyer of the Repurchase Price with respect thereto. Seller agrees Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as (a) As security for the performance by Seller the Borrower of its Obligations all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grantsgrants to the Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsBorrower’s right, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationinterest in, in all instancesto and under the following, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "Repurchase Assets"). Seller agrees “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to execute, deliver and/or file any such documents Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the HGV Borrower Purchase Agreement and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreall remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of the Timeshare Interests related to such Pledged Timeshare Loans that has been foreclosed upon and remarketed and which relates to the Barbados Resort, the La Pacifica Resort or the Craigendarroch Resort. (b) The Borrower hereby authorizes the Buyer filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to file financing statements relating to that effect, notwithstanding that such wording may be broader in scope than the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to collateral described in this SectionSection 2.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Each Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, collaterally assigns and pledges to the Administrative Agent, for the benefit of each Buyer Entity, as security and margin for the payment and performance of all Obligations of each Seller to any Buyer Entity in the Buyer Group a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing of such Seller’s rights, the Program Agreements (to the extent such Program Agreements interests and Seller's right thereunder relate to the Purchased Mortgage Loans)title, any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, to in or under the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesfollowing, whether now owned or hereafter acquired, now existing or hereafter created created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in the Buyer Group pursuant to a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in any such account or otherwise held, or carried by or through, or subject to the control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and any related Program Agreements, including, without limitation, all rights of any Seller in any obligation of any Buyer Entity in the Buyer Group and all rights of any Seller in or to any Activity in connection with a Governing Agreement or any related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of or distributions on any of the foregoing (collectively, the "Repurchase Assets"clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. In addition to any other provisions, obligations or understandings of the Sellers under any Governing Agreement, or 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and agrees that the foregoing grant is intended to execute, deliver and/or file such documents and perform such acts use each Seller’s Margin as may be reasonably necessary security (limited to fully perfect Buyer's security interest created herebythe Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement or elsewhere) for any Seller’s Obligations. FurthermoreWithout limiting the characterization of this Agreement as a master netting agreement, the Seller hereby authorizes grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Activities under the Buyer to file financing statements relating to the Repurchase Assets without the signature Governing Agreements as defined under Sections 101(47)(A)(v), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi), 761(4)(J), of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionBankruptcy Code.

Security Interest. Although To secure payment of Merchant’s obligations under the parties intend that all Transactions hereunder be sales and purchases and not loansMerchant Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Processor a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Processor for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the "Repurchase Assets"Merchant Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Processor or any institution other than Processor, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Processor or any institution other than Processor, including the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Processor or withheld by Processor, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. Seller If Processor reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Processor (whether because the Merchant Agreement has been terminated or for any other reason), Processor may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, Applicable Law, or in equity. In addition to the collateral pledged above, Processor may require Merchant to furnish such other and different security as Processor deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Processor may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Processor or financial institutions other than Processor, pending Processor’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Processor. ▇▇▇▇▇▇▇▇ agrees to execute, deliver and/or that Processor may file such financing statements and any other documents and perform such acts as may be reasonably necessary required for Processor to fully perfect Buyer's its security interest, and ▇▇▇▇▇▇▇▇ will execute any other documents as may be requested by Processor and take such actions as Processor may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature or lien in any of the Sellercollateral pledged above, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for and ▇▇▇▇▇▇▇▇ will obtain Processor’s written consent before it grants a lien or security interest in that pledged collateral to any financing statement or statements prepared pursuant to this Sectionother person.

Security Interest. On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in in: (i) the Purchased Mortgage Loans, ; (ii) the Records, and all Records related servicing rights, to the Purchased Mortgage Loans; (iii) the Program Agreements Documents (to the extent such Program Agreements Documents and such Seller's ’s right thereunder relate to the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Mortgage Loans; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out CommitmentsPurchased Mortgage Loan; (vii) any Servicing Rights, Property, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, insurance or hazard insurance and FHA Mortgage Insurance Contracts and Contracts, VA Loan Guarantee Guaranty Agreements and RD Loan Guaranty Agreements (if any, including, for the avoidance of doubt, all debenture interest payable to HUD on account of a ▇▇▇▇▇▇ ▇▇▇ Early Buyout Loan), Income, ; (ix) any Income relating to any Purchased Mortgage Loan; (x) the Collection Custodial Account, Interest Rate Protection Agreements; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; 45 (xiv) any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, and rights to payment (including payments of interest or finance charges) general intangibles and to the extent that the foregoing relates to any Purchased Mortgage Loan; (xv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans; (xvi) chattel paper (including electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in each case to the servicing of extent that the foregoing specifically relates to the Purchased Mortgage Loans; and (xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and any all products and proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationforegoing, in all instances, instances to the extent that the foregoing specifically relates to the Purchased Mortgage Loans and whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although This Agreement constitutes a security agreement under the parties intend that all Transactions hereunder be sales and purchases and not loansUtah Commercial Code. To secure payment of Merchant’s obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Transaction Records, Credit Vouchers and other items submitted to Provider for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the "Repurchase Assets"Account and the Reserve Account, in the name of or for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account and the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason), Provider may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Provider may require Merchant to furnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at ▇▇▇▇▇▇▇▇’s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyerand ▇▇▇▇▇▇▇▇ will obtain Bank’s written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. The Seller shall pay Notwithstanding the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Sectionthird party without Provider’s prior written consent.

Security Interest. Although To secure payment of Merchant’s obligations under the parties intend that all Transactions hereunder be sales and purchases and not loansMerchant Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the "Repurchase Assets"Merchant Agreement, including all amounts due to Merchant (including any rights to receive credits or payments hereunder); (c) Accounts maintained with Peoples Trust including the Reserve Account, in the name of or for the benefit of, Merchant under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s Account with Peoples Trust or Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trus t, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. Seller If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and differen t security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from ▇▇▇▇▇▇▇▇’s Accounts maintained with Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against the Accounts in partial or full payment of Merchant’s obligations to Peoples Trust. ▇▇▇▇▇▇▇▇ agrees to execute, deliver and/or that Peoples Trust may file such financing statements and any other documents and perform such acts as may be reasonably necessary required for Peoples Trust to fully perfect Buyer's its security interest, and ▇▇▇▇▇▇▇▇ will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest created herebyor lien in any of the collateral pledged above, and ▇▇▇▇▇▇▇▇ will obtain Peoples Trust’s written consent before it grants a lien or security interest in that pledged collateral to any other person. FurthermoreTo the extent applicable, in the case of any voluntary or involuntary bankruptcy or insolvency petition or proceeding, Merchant acknowledges and agrees that notwithstanding anything contained in this Merchant Agreement, the Seller hereby authorizes Reserve Account is separate and apart from the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionMerchant’s insolvency estate and Peoples Trust has a first priority thereon.

Security Interest. Although (a) To secure the parties intend that prompt payment to Lender of the Obligations, each Borrower hereby assigns, pledges and grants to Lender a continuing security interest in and Lien upon all Transactions hereunder of the Collateral. All of Borrowers' Books and Records relating to the Collateral shall, until delivered to or removed by Lender, be sales and purchases and not loans, kept by Borrowers in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrowers in connection with the event any such Transactions are delivery of a Borrowing Base Certificate to Lender shall be deemed to be loansinclude the foregoing grant, Seller hereby pledges to Buyer as whether or not the same appears therein. (b) As additional security for the payment and performance by Seller of its Obligations the Obligations, each Borrower hereby assigns to Lender any and hereby grants, assigns all monies (including proceeds of insurance and pledges refunds of unearned premiums) due or to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Recordsbecome due under, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited other rights of Borrowers with respect to, any payments and all policies of insurance now or proceeds under at any related primary insurancetime hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements each Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (if anybut need not), Incomein Lender's name or in any Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and following the Collection Accountoccurrence and during the continuance of an Event of Default adjust, Interest Rate Protection Agreementslitigate, accounts compromise or release any claim against the issuer of any such policy. (including c) Each Borrower hereby (i) authorizes Lender to file any interest financing statements, continuation statements or amendments, thereto that (x) indicate the Collateral (1) as all assets of Seller Borrowers (or any portion of Borrowers' assets) or words of similar effect, regardless of whether any particular asset comprised in escrow accountsthe Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other contract rightsinformation required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, accountscontinuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating amendments thereto if filed prior to the Purchased Mortgage Loans (including, without limitation, date hereof. Each Borrower acknowledges that it is not authorized to file any other accounts) financing statement or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions amendment or termination statement with respect to any financing statement that directly or indirectly impairs the priority of the foregoing Lien in favor of Lender on the Collateral without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrowers' rights under Section 9-509(d)(2) of the UCC. (d) Each Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrowers) to use, transfer, license or sublicense any other propertyIntellectual Property now owned, rightslicensed to, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquiredacquired by Borrowers, now existing or hereafter created (collectively, and wherever the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as same may be reasonably necessary located, and including in such license access to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature all media in which any of the Sellerlicensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, as and represents, promises and agrees that any such license or sublicense of such Intellectual Property is not and will not be in conflict with the Buyercontractual or commercial rights of any third Person; provided, at its option, may deem appropriate. The Seller shall pay that such license will terminate on the filing costs for any financing statement or statements prepared pursuant to termination of this SectionAgreement and the payment in full of all Obligations.

Security Interest. On each Purchase Date thereof set forth in the related Confirmation, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent a fully perfected first priority security interest in Seller’s rights, title and interests in the Purchased Mortgage LoansAssets, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, PropertyProperty relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection AgreementsAgreements (including, without limitation, any rights Seller may have, if any, under a CS Pledged Hedge, if any), accounts (including any interest of Seller in escrow accounts and reserve accounts) relating to the Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any other interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, Assets and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt and Certificationwith respect to the Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller further hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a security interest in Seller’s rights, title and interests in the Deposit Account. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's Administrative Agent’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer Administrative Agent to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the BuyerAdministrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Seller acknowledges that the rights to service the Purchased Assets have been conveyed to Administrative Agent, and, in connection with the Transactions, Administrative Agent has granted to Seller a revocable license to service the Purchased Assets as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that Seller or Guarantor is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each of Seller and Guarantor grants, assigns and pledges to Administrative Agent security interest in the Servicing Rights, as indicated in the paragraph above. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer and, in any event, as security for the performance by Seller of its Obligations Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans, ; (ii) the Records, Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related servicing rights, to the Program Agreements Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), ; (v) any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, ; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)accounts, Income, the Collection Account, Interest Rate Protection Agreements, deposit accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) ), and general intangibles and to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) [ Reserved]; (xvi) any and all replacements or substitutions for, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing and foregoing; (xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or Trust Receipt in the TIAA Bank Warehouse Electronic System; (xviii) the Reserve Amount; and (xix) the Reserve Account. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and Certificationin the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the "Repurchase Assets")Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although the parties intend that all Transactions hereunder This Mortgage shall also be sales and purchases and not loans, in the event any such Transactions are deemed considered to be loans, Seller hereby pledges to Buyer and shall be construed as a security for the performance by Seller of its Obligations agreement and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions financing statement with respect to any and all of the foregoing items and any other propertytypes of the Collateral in which a security interest may be created pursuant to the Oklahoma Uniform Commercial Code (the "UCC Collateral") and, rightssubject to the Permitted Encumbrances, title Mortgagor hereby grants to Mortgagee a first and prior, continuing security interest in and to the UCC Collateral (including all proceeds and products thereof) described or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesreferred to herein, whether now owned or hereafter acquired. Mortgagee shall be entitled to exercise any and all rights that it may have hereunder or under the Oklahoma Uniform Commercial Code with respect to the UCC Collateral. (a) Upon the occurrence of an Event of Default hereunder and acceleration of the Secured Obligations, now existing Mortgagee may at its discretion require Mortgagor to assemble the UCC Collateral and make it available to Mortgagee at a place reasonably convenient to both parties to be designated by Mortgagee. (b) Upon the occurrence of an Event of Default hereunder and acceleration of the Secured Obligations, all or hereafter created any part of the UCC Collateral may, at the sole discretion of Mortgagee, be combined with the real property covered hereby and sold together with such real property as an entirety, or the UCC Collateral (collectivelyor any part of the UCC Collateral not sold together with the real property) may be sold separately, as one parcel or in such parcels, manner or order as Mortgagee, in its sole discretion, may elect. (c) Mortgagee shall give Mortgagor written notice of the "Repurchase Assets"). Seller agrees time and place of any public sale of any of the UCC Collateral or of the time after which any private sale or other intended disposition thereof is to be made by sending notice to Mortgagor at least ten (10) days before the time of the sale or other disposition, which provisions for notice Mortgagor and Mortgagee agree are reasonable. (d) Mortgagor will from time to time, within ten (10) days after request by Mortgagee, execute, acknowledge and deliver and/or file such any financing statement, continuation statement, inventory list or other similar documents and perform such acts as that Mortgagee may be reasonably necessary request in order to fully perfect Buyer's protect, preserve, continue, perfect, extend or maintain the security interest created hereby. Furthermoreunder and the priority of this Mortgage and will, upon demand, pay any expenses and fees incurred by Mortgagee in the Seller hereby authorizes preparation, execution and filing of any such documents. (e) This Mortgage shall be filed of record against the Buyer to file financing statements relating to the Repurchase Assets without the signature tract index of the Sellerreal estate records of the County Clerk of Oklahoma County, Oklahoma, as a fixture filing and covers all of the Buyer, at its option, may deem appropriate. The Seller items and types of Collateral constituting or to constitute "fixtures" as defined in 12A O.S. § 1-9-102(41) and this Mortgage shall pay the filing costs for any financing statement or statements prepared pursuant to this Sectionconstitute a "fixture filing" as set forth in 12A O.S. § 1-9-102(40).

Security Interest. Although In consideration of the parties intend that all Transactions hereunder be sales covenants and purchases agreements contained herein, and not loansas a material consideration to Landlord for entering into this Lease, in the event any such Transactions are deemed Tenant hereby unconditionally grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Landlord a fully perfected first priority continuing security interest in and to all personal property of Tenant located or left at the Purchased Mortgage LoansPremises and the security deposit, the Recordsif any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of Landlord, by or for the account of Tenant, together with any increase in profits or proceeds from such property. The security interest granted to Landlord hereunder secures payment and performance of all related servicing obligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to all the rights, powers and remedies granted a secured party under the Program Agreements (to the extent such Program Agreements California Commercial Code and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan otherwise available at law or the related Mortgaged Propertyin equity, including, but not limited to, any payments or proceeds under any related primary insurancethe right to retain as damages the personal property, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles security deposit and other assets relating to the Purchased Mortgage Loans (includingfunds held by Landlord, without limitation, any additional notice or demand regarding this security interest. Tenant agrees that it will execute such other accounts) documents or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts instruments as may be reasonably necessary to fully perfect Buyercarry out and effectuate the purpose and terms of this section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Tenant's security interest created herebyfailure to execute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder and, at Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. FurthermoreTenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact, and Landlord shall have the Seller right to execute such documents in Tenant's name. Tenant hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature waives any rights it may have under Sections 1980 through 1991 of the Seller, as the Buyer, at its option, may deem appropriateCalifornia Civil Code which are inconsistent with Landlord's rights under this section. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant Landlord's rights under this section are in addition to this SectionLandlord's rights under section 5.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Warehouse Electronic System; the Records related to the Purchased Mortgage Loans, the Records, and all related servicing rights, ; the Program Agreements Documents (to the extent such Program Agreements Documents and Seller's ’s right thereunder relate to the Purchased Mortgage Loans); any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Mortgage Loan; any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out Commitments, Property, Purchased Mortgage Loan; any Servicing Rights relating to any Purchased Mortgage Loan; all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance ; any Income relating to any Purchased Mortgage Loan; the Custodial Account; the Inbound Account; the Haircut Account; any Hedge Agreements relating to any Purchased Mortgage Loan; and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreementsany other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan; and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "“Repurchase Assets"”). Seller agrees acknowledges that it has no rights to executeservice the Purchased Mortgage Loan. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing ‑9‑ Rights, deliver and/or file such documents and perform such acts as may be reasonably necessary for the avoidance of doubt, Seller grants, assigns and pledges to fully perfect Buyer's Buyer a security interest created herebyin the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. Furthermore, The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriateappropriate in its sole good faith discretion. The Seller shall pay the out-of-pocket searching and filing costs incurred by Buyer and its counsel for any financing statement or statements prepared or searched pursuant to to, and in accordance with, this SectionAgreement.

Security Interest. Although To secure the parties intend that payment and performance of all Transactions hereunder be sales and purchases and not loansof the Obligations when due, in the event any such Transactions are deemed Borrower hereby grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer GBC a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellerof Borrower's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesfollowing, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "Repurchase AssetsCollateral"). Seller agrees to execute): All Inventory, deliver and/or file such documents Equipment, Receivables, Investment Property and perform such acts as may be reasonably necessary to fully perfect BuyerGeneral Intangibles*, including, without limitation, all of Borrower's Deposit Accounts, all money, all collateral in which GBC is granted a security interest created hereby. Furthermorepursuant to any other present or future agreement, all property now or at any time in the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature future in GBC's possession, and all proceeds (including proceeds of any insurance policies, proceeds of letters of credit, proceeds of proceeds and claims against third parties), all products of the Sellerforegoing, and all books and records related to any of the foregoing. * GBC'S SECURITY INTEREST IN ANY PRESENT OR FUTURE TECHNOLOGY (INCLUDING PATENTS, TRADE SECRETS, AND OTHER TECHNOLOGY) SHALL BE SUBJECT TO ANY LICENSES OR RIGHTS NOW OR IN THE FUTURE GRANTED BY THE BORROWER TO ANY THIRD PARTIES IN THE ORDINARY COURSE OF BORROWER'S BUSINESS; PROVIDED THAT IF THE BORROWER PROPOSES TO SELL, LICENSE OR GRANT ANY OTHER RIGHTS WITH RESPECT TO ANY MATERIAL TECHNOLOGY OF BORROWER IN A TRANSACTION THAT, IN SUBSTANCE, CONVEYS A MAJOR PART OF THE ECONOMIC VALUE OF THAT TECHNOLOGY, GBC SHALL FIRST BE REQUESTED TO RELEASE ITS SECURITY INTEREST IN THE SAME, AND GBC MAY WITHHOLD SUCH RELEASE IN ITS REASONABLE DISCRETION. TRANSFERS OF TECHNOLOGY PURSUANT TO THE Language indicated as being shown by strike out in the Buyertypeset document is enclosed in brackets [ * ] in the electronic format. 2 GREYROCK BUSINESS CREDIT LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- SETTLEMENT AGREEMENT BETWEEN BORROWER AND DIGITAL EQUIPMENT CORPORATION DATED DECEMBER 4, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section1992 SHALL NOT REQUIRE THE CONSENT OF GBC.

Security Interest. Although the parties intend that all Transactions hereunder be sales To secure payment and purchases and not loansperformance of its Liabilities, in the event any such Transactions are deemed each Borrower hereby grants to be loansAgent, Seller hereby pledges to Buyer as security for the performance by Seller benefit of its Obligations Agent, the Lenders and hereby grantsthe Issuing Bank, assigns a right of setoff against and pledges to Buyer a fully perfected first priority continuing security interest (and Rail and Deco hereby confirm, acknowledge, continue and ratify in all respects the Purchased Mortgage Loansright of setoff and security interest granted under the Original Agreement and Security Agreement, the Recordsrespectively, and all related servicing rights, the Program other Financing Agreements (executed in connection therewith) in and to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loansproperty, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other interests in property, rightsof such Borrower, title whether real or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancespersonal, whether now owned or hereafter acquiredacquired by such Borrower and wheresoever located, including without limitation: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment; (iv) such Borrower's deposit accounts (general or special) with and credits and other claims against Agent or any Lender, or any other financial institution with which such Borrower maintains deposits; (v) such Borrower's monies, and any and all other property and interests in property of such Borrower now existing or hereafter created coming into the actual possession, custody or control of Agent or any Lender or any agent or affiliate of Agent or any Lender in any way or for any purpose (collectivelywhether for safekeeping, the "Repurchase Assets"deposit, custody, pledge, transmission, collection or otherwise). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements ; (vi) insurance proceeds of or relating to any of the Repurchase Assets foregoing; (vii) insurance proceeds relating to any key man life insurance policy covering the life of any director, officer, employee or former director, officer or employee of such Borrower; (viii) insurance proceeds relating to business interruption insurance; (ix) books and records relating to any of the foregoing; and (x) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing; provided, however, that the foregoing property, and interest in property, shall not include the Excluded Property so long as the Excluded Property is collateral for indebtedness of Rail permitted to exist under Subsection 8.2 and the Lien thereon is permitted to exist under Subsection 8.1; provided, further, that immediately and automatically (without the signature need for any further action) upon the repayment of all of the Sellerindebtedness and obligations for which any Excluded Property is collateral and the release by the holder of such indebtedness of all of its liens on and security interests in such Excluded Property, as such Excluded Property shall be Collateral securing the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionLiabilities.

Security Interest. Although the parties intend that (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all Transactions hereunder be sales rights and purchases and not loans, interests in the event any such Transactions are deemed Purchased Mortgage Loans identified on the related Asset Schedule. In addition to be loansthe foregoing, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests, the Records, and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans and Underlying REO Property, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and each Seller's ’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Underlying REO Property), any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property or Underlying REO Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance any Income relating to any Purchased Mortgage Loan and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeUnderlying REO Property, the Collection Account, Interest Rate Protection Agreementsthe Certificate Distribution Accounts, and all rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Underlying REO Property or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Underlying REO Property (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansLoans and Underlying REO Property, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request Confirmation and/or Trust Receipt and CertificationAsset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Seller Repurchase Assets"”). Seller agrees This paragraph is intended to executeconstitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (ii) Each of POP and PMC hereby grant, deliver and/or file such documents assign and perform such acts as may be reasonably necessary pledge to Buyer a fully perfect Buyer's perfected first priority security interest created hereby. Furthermorein all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records, and all Servicing Rights related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (iii) In order to further secure the Obligations hereunder, each REO Subsidiary hereby pledges to Buyer as security for the performance by such REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records, and all Servicing Rights related to the Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and such REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of any REO Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by such REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Underlying REO Property except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. (v) Each Seller Party hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although (a) As security for the parties intend that payment and performance of any and all Transactions of the Indebtedness and the performance of all other obligations and covenants of Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be sales and purchases and not loansowing by Borrower to Bank, in the event any such Transactions are deemed to be loans, Seller Borrower hereby pledges to Buyer as security for the performance by Seller of its Obligations Bank and hereby grants, assigns and pledges to Buyer gives Bank a fully perfected first priority continuing security interest in the Purchased Mortgage Loansand general Lien upon and right of set-off against, the Recordsall right, title and all related servicing rights, the Program Agreements (interest of Borrower in and to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesCollateral, whether now owned or hereafter acquiredacquired by Borrower. (b) Except as herein or by applicable law otherwise expressly provided, now existing Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or hereafter created (collectivelyto preserve any rights therein against prior parties, the "Repurchase Assets"). Seller and Borrower agrees to executetake such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein whether Borrower may have reasonably requested Bank to take such actions or not; however, deliver and/or file such documents and perform such acts as may Bank's omission to take any action requested by Borrower shall not be reasonably necessary deemed a failure to fully perfect Buyer's exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest created hereby. Furthermorein or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising. (c) Following the Seller hereby authorizes occurrence of an Event of Default (after the Buyer expiration of Borrower's right to file financing statements relating cure, if any), Bank may thereafter at any time and from time to time, with notice to Borrower, (i) transfer into the Repurchase Assets without name of Bank or the signature name of Bank's nominee any of the SellerCollateral, as (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and after a Default direct the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for disposition of any financing statement or statements prepared pursuant to this Sectionproceeds of any Collateral.

Security Interest. Although the parties intend that that, except as provided in Section 10(f), all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller each Granting Party hereby pledges to Buyer as security for the performance by Seller of its Obligations Seller’s obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of each Granting Party’s right, title and interest in and to the Purchased Mortgage LoansAssets, the Records, and all related servicing rightsServicing Rights with respect to the Underlying Assets, the Program Agreements (Agreements, any Property relating to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, PropertyUnderlying Assets, all insurance policies and insurance proceeds relating to any Mortgage Loan Underlying Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insuranceinsurance covering the related Mortgaged Property for an Underlying Asset, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)covering the related Mortgaged Property for an Underlying Asset, Income, the each Collection Account, the Interest Rate Protection AgreementsReserve Account and each Reserve Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to such accounts (including any interest of Seller any Granting Party in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans Underlying Assets (including, without limitation, any other accounts) or any interest in the Purchased Underlying Assets, including all rights to receive from any third party or take delivery of any Records or other documents which constitute part of a Mortgage Loans, the servicing of the Purchased Mortgage LoansFile, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Primary Repurchase Assets"” together with the Pledged Assets, the “Repurchase Assets”). Seller Each Granting Party agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. In addition, pursuant to the Pledge Agreement, the Trustee on behalf of the Trust shall grant to Buyer a security interest in and to, and pledge all of its rights, title and interest under, the Pledged Assets as additional support for the Obligations hereunder, and Rithm Loan Aggregation Trust shall grant to Buyer a security interest in and to, and pledge of all of its rights, title and interest under the Residual Pledged Collateral (as defined in the Residual Pledge Agreement), which additional security agreements shall be considered “a security agreement or other arrangement or other credit enhancement” that is “related to” the Agreement and Transactions hereunder within the meaning of Bankruptcy Code Sections 101(38A)(A) and 741(7)(A)(x) (together with the Primary Repurchase Assets, the “Related Credit Enhancement”). Furthermore, the Seller each Granting Party hereby authorizes the Buyer to file financing statements relating to the Repurchase Purchased Assets without and the signature of the SellerUnderlying Assets, as the Buyer, at its option, Buyer may deem appropriate. The Each Granting Party also hereby irrevocably authorizes Buyer and its counsel to file UCC financing statements with respect to such Granting Party in form and substance satisfactory to Buyer, describing the collateral as “All assets of Granting Party, whether now owned or existing or hereafter acquired or arising and wheresoever located, and all proceeds and products thereof” or words to that effect, notwithstanding that such description may be broader than the collateral granted hereby. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 34.

Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountBuydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Loans (excluding any rights and interests in or under the servicing of Underlying Repurchase Documents and the Purchased Mortgage LoansUnderlying Repurchase Documents themselves), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Agreement Repurchase Assets"”). b. The Seller and Guarantors each acknowledge that Seller has the right to service the Purchased Mortgage Loans. For the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8. d. Seller acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans and any other collateral purchased by Seller in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. Seller agrees that it will provide notice of any enforcement action or exercise of remedies it takes with respect to the Repurchase Assets at any time any such Repurchase Assets are owned by or pledged to Buyer under this Agreement. e. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights (but not its obligations) under the Primary Repurchase Documents including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Rights”) and (ii) all collateral however defined or described under the Primary Repurchase Documents to the extent not otherwise included under the definitions of Primary Repurchase Rights (such collateral, “Additional Repurchase Assets”; together with the Agreement Repurchase Assets, the “Repurchase Assets”). Seller hereby delivers an irrevocable instruction to the Buyer under the Primary Repurchase Documents that upon receipt of notice of an Event of Default under this Agreement, the Buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of the foregoing, Seller hereby instructs, upon repayment of the outstanding purchase price under the Primary Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the Primary Repurchase Documents following repayment of all obligations thereunder that the Buyer hereunder retain any collateral or repurchase assets (as such terms may be defined under the Primary Repurchase Documents) then in its possession or control; provided that this instruction shall only be applicable following the occurrence and during the continuance of an Event of Default.

Security Interest. Although (i) This Mortgage, as to any Equipment, fixtures, accounts, general intangibles and other personal property included within the parties intend that all Transactions hereunder be sales definition of Mortgaged Property (collectively, "Personal Property"), shall constitute a security agreement within the meaning of the Uniform Commercial Code and purchases and not loans, in the event any such Transactions are deemed Borrower grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority security interest in the Purchased Personal Property of Borrower. Borrower agrees, upon request of Lender, to promptly furnish a list of Personal Property owned by Borrower and subject to this Mortgage Loansand, the Recordsupon request by Lender, and all related servicing rightsto immediately execute, the Program Agreements (deliver and/or file any amendments to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans)this Mortgage, any related Takeseparate security agreement and any financing statements to evidence and perfect the security interest in such Personal Property contemplated by this Section. Lender and each of its officers is irrevocably appointed (which appointment is coupled with an interest) attorney-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements in-fact for Borrower (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest with power of Seller in escrow accountssubstitution) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees each is authorized to execute, deliver and/or file any of such documents amendments to this Mortgage, any separate security agreement and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreany financing statements. (ii) Upon the occurrence of any Event of Default under this Mortgage, Lender shall have all of the rights and remedies of a secured party under the Uniform Commercial Code or otherwise provided by law or by this Mortgage including, without limit, the Seller hereby authorizes right to require Borrower to assemble the Buyer Personal Property and make it available to file financing statements relating Lender at a place to be designated by Lender which is reasonably convenient to such parties, the Repurchase Assets without right to collect all accounts receivable, the signature right to take possession of the Seller, as Personal Property with or without demand and with or without process of law and the Buyer, at its option, may deem appropriateright to sell and dispose of it and distribute the proceeds according to law. The Seller shall pay the filing costs for Borrower agrees that any financing statement or statements prepared pursuant to this Section.requirement of

Security Interest. Although On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, the RecordsRecords related to the Purchased Mortgage Loans, and all Servicing Rights related servicing rightsto the Purchased Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out CommitmentsCommitments related to such Purchased Mortgage Loans, Property, all insurance policies and insurance proceeds any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard all insurance policies and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.43

Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer Administrative Agent as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection Account, Underlying Interest Rate Protection AgreementsAgreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) related to the Purchased Mortgage Loans, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Loans (excluding any rights and interests in or under the servicing of Underlying Repurchase Documents and the Purchased Mortgage LoansUnderlying Repurchase Documents themselves), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, Assets; the Records, and all Records related servicing rights, to the Purchased Assets; the Program Agreements Documents (to the extent such Program Agreements Documents and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out Commitments, Property, Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, the Collection Inbound Account, Interest Rate Protection Agreements; the Operating Account; any Hedge Agreements relating to any Purchased Asset; and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Assets; accounts relating to any Purchased Mortgage Loans, Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any proceeds accessions thereto) relating to any Purchased Asset; instruments (including the related securitization proceedspromissory notes) and distributions with respect relating to any of the foregoing Purchased Asset; documents relating to any Purchased Asset; investment property relating to any Purchased Asset; general intangibles (including payment intangibles and software) together with all accessions and additions thereto relating to any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt Purchased Asset; substitutions and Certificationreplacements therefor relating to any Purchased Asset; and all products and proceeds, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located relating to any Purchased Asset (collectively, the "“Repurchase Assets"”). Seller agrees acknowledges that it has sold the Purchased Assets to executeBuyer on a servicing released basis and it has no rights to service the Purchased Assets. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, deliver and/or file such documents and perform such acts as may be reasonably necessary for the avoidance of doubt, Seller grants, assigns and pledges to fully perfect Buyer's Buyer a security interest created herebyin the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. Furthermore, The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriate. The Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this SectionAgreement.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage LoansAssets, LLC Interests, any personal Property relating to any Purchased Asset or any related Mortgaged Property, all instruments, agreements, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, Propertyany Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property or REO Property, as applicable, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans Assets or LLC Interests (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriateappropriate in its good faith discretion. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. On the Purchase Date, Seller hereby sells, assigns and conveys to Buyer all right, title and interest in the Purchased Assets to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in the Purchased Mortgage LoansAssets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, and all Servicing Rights related servicing rightsto the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage LoansAssets), any Property relating to any Purchased Asset or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, insurance or hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)Guaranty Agreements, Incomeany Income relating to any Purchased Asset, the each Collection Account, Interest Rate Protection the Disbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles and other assets relating to the extent that the foregoing relates to any Purchased Mortgage Loans (including, without limitation, any other accounts) Assets or any interest in the Purchased Mortgage LoansAssets, the servicing of the Purchased Mortgage Loansas are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationwith respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Without limiting the generality of the foregoing and in the event that Seller agrees is deemed to executeretain any residual Servicing Rights and in order to secure Seller’s obligations under Section 17 of this Agreement, deliver and/or file such documents and perform such acts as may be reasonably necessary for the avoidance of doubt, Seller grants, assigns and pledges to fully perfect Buyer's Buyer a security interest created herebyin the Servicing Rights and the related Servicing Records, all rights of Seller as Servicer to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File or Servicing File and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the related Repurchase Date. Furthermore, The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem reasonable and appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8. The grants of security interest set forth in this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

Security Interest. Although the The parties hereto intend that the transactions contemplated hereby shall be treated as a purchase and sale of Accounts and Indebtedness for all Transactions hereunder be sales and purchases purposes and not loansas a lending transaction, and shall file UCC-1 or comparable statements in order to perfect the interests created thereby. Such filing shall also perfect in GE Capital a security interest in the Accounts and Indebtedness, in the event any such Transactions the transactions contemplated hereby are deemed not considered a purchase and sale of Accounts and Indebtedness despite the intentions of the parties. To secure all Obligations, whether now existing or hereafter created or acquired, Hanover hereby grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations GE Capital a present and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to following, together with the Purchased Mortgage Loans)proceeds thereof: (a) all Accounts which are purchased by GE Capital hereunder, any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing those repurchased by Hanover pursuant to Section 2.6 hereof and all of the Purchased Mortgage Loansproceeds of the foregoing in any form whatsoever; provided, however, that GE Capital hereby subordinates such Lien to the extent it may apply to any collection or similar fees charged by an attorney or collection agency to whom such Indebtedness has been assigned for collection, (b) all Accounts written-off by Hanover prior to the Funding Date and all Gump's Accounts written-off prior to the Gump's Funding Date which, in either case, are subject to recovery efforts pursuant to Section 3.6 hereof and all of the proceeds of the foregoing in any form whatsoever, (c) all Account Documentation relating to any Account in which GE Capital has an interest hereunder and all of the proceeds of the foregoing in any form whatsoever, (including the related securitization proceedsd) and distributions all general intangibles consisting of guarantees, claims, security interests, or other security now held by or hereafter granted to Hanover to secure payment by any Person who is or may become obligated to Hanover with respect to or on account of any of the items listed in (a) and (b) above, and all of the proceeds of the foregoing in any form whatsoever, (e) all general intangibles consisting of credit balances and reserves of whatever type or description created or established by GE Capital in favor of or with respect to Hanover, including without limitation all amounts recorded in the Reserve Account established in Section 6 and all of the proceeds of the foregoing in any other propertyform whatsoever and the rights of Hanover with respect thereto, rights(f) all of Hanover's right, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, interest in and to any and all instancescontracts, whether now owned or hereafter existing or acquired, now existing with Persons who lease or hereafter created license store space for vending privileges from Hanover, and all of the proceeds of the foregoing in any form whatsoever, but only the provisions of such contracts if any, which allow Hanover to charge such lessees or licensees for the amount of unpaid Accounts, and (collectivelyg) all Merchandise purchased by Account Debtors pursuant to Accounts in which GE Capital has an interest hereunder, to the "Repurchase Assets")extent of the Lien of Hanover thereon, and all of the proceeds of the foregoing in any form whatsoever. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect BuyerGE Capital's security interest created hereby. Furthermore, shall not include the Seller hereby authorizes the Buyer to file financing statements relating items or types of property excluded from GE Capital's collateral pursuant to the Repurchase Assets without the signature of the SellerAgreement, dated May 5, 1993, between GE Capital and Congress Financial Corp. as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant amended and supplemented from time to this Sectiontime.

Security Interest. Although If the parties intend Shareholder Approval is not obtained at the Annual Meeting and either (i) the Holder shall have voted, or caused to be voted, not less than that all Transactions hereunder be sales and purchases and not loansnumber of shares of the Company’s Common Stock over which the Holder had, immediately prior to the execution of the Note Purchase Agreement, direct or indirect voting power, in favor of the event any such Transactions are deemed Proposals or (ii) the Shareholder Approval would not have been obtained at the Annual Meeting regardless of whether Holder had taken the actions set forth in clause (i) above: The principal amount of this Note then outstanding, all accrued but unpaid interest and all other obligations owing by the Company pursuant to this Note and the other Transaction Documents, shall immediately be loans, Seller hereby pledges to Buyer as security for the performance secured by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all assets of the Purchased Mortgage LoansCompany and the stock of all of its subsidiaries, the Recordsin all cases, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate permitted by any applicable court order, contract, mortgage, credit agreement or other agreement binding upon or applicable to the Purchased Mortgage LoansCompany, its subsidiaries or their respective assets (a "Security Interest"). In the event that the Shareholder Approval is obtained at any time within 180 days after the Annual Meeting, any related Take-out Commitmentssuch Security Interest shall terminate on the date immediately following the date that such Shareholder Approval is obtained, Propertyand the Holder shall take all actions necessary to cause the termination of any such Security Interest. The Company and the Holder shall promptly enter into customary collateral agreements, all insurance policies which are consistent with the term sheet attached hereto as Exhibit C and insurance proceeds relating otherwise reasonably acceptable to any Mortgage Loan or the related Mortgaged PropertyCompany and the Holder, includinggranting such Security Interest and providing for the perfection thereof, but within 45 days after the date hereof; provided, however, that such agreements shall not limited tobecome effective unless and until the Company fails to obtain the Shareholder Approval at the Annual Meeting. Notwithstanding the foregoing, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Incomethe Holder has not purchased $12 million of notes pursuant to the Note Purchase Agreement, the Collection AccountCompany will, after execution of inter-creditor agreements described below, be permitted to grant a Security Interest Rate Protection Agreementsto investors in subsequent financings (each a "Subsequent Financing") for a principal amount not to exceed, accounts (including any interest of Seller in escrow accounts) the aggregate for all such investors, the difference between $12 million and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating the funds invested by the Holder pursuant to the Purchased Mortgage Loans (includingNote Purchase Agreement. If a Security Interest is granted to the investors in a Subsequent Financing, without limitation, any other accounts) or any interest in then the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions Security Interest granted with respect to this Note shall be pari passu with any such other Security Interest, and the Holder agrees to execute a customary inter-creditor agreement and other documents reasonably required to effect such parity, which in all cases must be on terms reasonably acceptable to the Holder and consistent with the terms of any collateral agreements described above. The Company shall notify the Holder at least five Business Days in advance of any potential Subsequent Financing. The Holder may elect to purchase additional notes (in the form of this Note) in a principal amount equal to such Subsequent Financing and the Company will not consummate such Subsequent Financing. Subject only to the Security Interests described above, the Company will not grant any security interest or otherwise encumber any assets of the foregoing and Company or its subsidiaries, including the stock of any other propertysuch subsidiaries, rightswithout the Holder’s prior written consent, title which consent may not be unreasonably withheld. If this Note is secured by the Security Interest (whether or interests as are specified not on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelypari passu basis), the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as Company may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets incur additional unsecured debt without the signature any consent of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionHolder.

Security Interest. Although (a) Pursuant to the parties intend that all Transactions hereunder be sales Original Agreement, Greka, Saba and purchases Santa Maria hereby ratify and not loans, re▇▇▇▇▇m the security interest of Lender in the event any such Transactions are deemed Collateral as created and perfected pursuant to the Original Agreement ("Prior Security Interests"). Greka, Saba and Santa Maria hereby confirm and agr▇▇ ▇▇at the UCC-1 financing statements executed and delivered in connection with the Original Agreement remain in full force and effect and continue to perfect the Prior Security Interest and the security interests created hereby. All security interests created hereby shall be loansin addition and supplemental to that created as aforesaid and shall relate back to the date of the Prior Security Interests. (b) In extension of and without limiting the provisions of Section 6(a) above, Seller to secure the prompt payment to Lender of the Obligations, Borrower hereby assigns, pledges and grants to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instancesCollateral, whether now owned or hereafter acquired, now existing or hereafter created acquired or arising and wheresoever located (collectively, whether or not the "Repurchase Assets"same is subject to Article 9 of the Uniform Commercial Code). Seller agrees All of the Borrower's ledger sheets, files, records, books of account, business papers and documents relating to executethe Collateral shall, deliver and/or until delivered to or removed by Lender, be kept by Borrower in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrower shall be deemed to include the foregoing grant, whether or not the same appears therein. (c) Lender may file such documents and perform such acts as may be reasonably necessary to fully perfect Buyerone or more financing statements disclosing Lender's security interest created hereby. Furthermore, in the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets Collateral without the Borrower's signature of the Seller, appearing thereon or Lender may sign on Borrower's behalf as the Buyer, at its option, may deem appropriateprovided in Section 13 hereof. The Seller parties agree that a carbon, photographic or other reproduction of this Agreement shall pay be sufficient as a financing statement. If any Receivable becomes evidenced by a promissory note or any other instrument for the filing costs for any financing statement or statements prepared pursuant payment of money, Borrower will immediately deliver such instrument to this SectionLender appropriately endorsed.

Security Interest. Although the parties The Parties intend that all Transactions hereunder be absolute sales and purchases and not loans. However, in order to preserve B▇▇▇▇’s rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loans, Seller hereby pledges to Buyer hereunder as loans and as security for the performance by Sellers of Seller’s Obligations, or in the event that a transfer of any Purchased Asset is otherwise ineffective as an outright transfer of such Purchased Asset to Buyer, to secure the payment and performance by Seller of its Obligations obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, Seller hereby grantspledges, assigns assigns, transfers and pledges grants to Buyer a fully perfected first priority security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Mortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the RecordsAccounts, (vi) the Purchase Commitments and all related servicing rights, the Program Agreements (Forward Trade Commitments to the extent such Program Agreements and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans)Loans and MBS, any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or (vii) the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Income Collection Account, Interest Rate Protection Agreementstogether with all interest on the Income Collection Account, accounts all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (viii) all proceeds of the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including any interest the cost of Seller filing financing statements and amendments under the UCC and recording the Mortgage Assignments as and when required by Buyer in escrow accountsits sole discretion. Notwithstanding the foregoing and anything to the contrary contained in this Agreement, (i) Mortgage Assets and any other contract rightscollateral pledged or otherwise transferred to Buyer to secure the Obligations shall exclude (a) F▇▇▇▇▇ M▇▇ Mortgage Servicing Rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) agreement between F▇▇▇▇▇ M▇▇ and Seller or any interest in the Purchased Affiliate (“Seller Contract”) and all rights arising under any servicing contract pertaining to Mortgage LoansLoans that have been sold to F▇▇▇▇▇ M▇▇ (other than fee income, the servicing of the Purchased Mortgage Loanssale proceeds, and any proceeds other amounts payable to Seller), (including the related securitization proceedsb) all custodial, clearing, suspense, escrow, and distributions other accounts maintained by Seller for collection or processing of principal, interest, impound, or other payments with respect to Mortgage Loans serviced by Seller on behalf of F▇▇▇▇▇ M▇▇, (c) all funds held by Seller in any such account, and (d) Seller’s “Restricted Liquidity” held in Seller’s F▇▇▇▇▇ M▇▇ Reserve Account, (ii) Buyer shall have no right to seize, retain, or reassign the servicing rights for any Mortgage Loan serviced by Seller for the benefit of F▇▇▇▇▇ M▇▇, unless approved in writing by F▇▇▇▇▇ M▇▇ in its sole and absolute discretion, (iii) Buyer’s consent will not be required for any modification of the foregoing and any other property, rights, title F▇▇▇▇▇ M▇▇ Guide or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes Contract (including any F▇▇▇▇▇ M▇▇ Purchase Commitment) and no such modification will constitute a breach of the Transaction Documents, (iv) Buyer will not assign, re-sell, re-pledge, or otherwise transfer any Purchased Mortgage Loan or Mortgage Assets; provided that Buyer may pledge Mortgage Assets to file financing statements a Federal Reserve Bank or a Federal Home Loan Bank in connection with a simultaneous pledge of its corresponding rights as buyer under this Agreement, and (v) absent an Event of Default, Buyer is prohibited from recording an assignment of mortgage or similar instrument relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, any Purchased Mortgage Loan; provided that Buyer may deem appropriate. The Seller shall pay the filing costs for any file a precautionary UCC financing statement or statements prepared pursuant with respect to a Purchased Mortgage Loan in order to protect its rights as buyer under this SectionAgreement.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as (a) As security for the performance by Seller the Borrower of its Obligations all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grantsgrants to the Administrative Agent, assigns and pledges to Buyer for the benefit of the Secured Parties, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsBorrower’s right, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationinterest in, in all instancesto and under the following, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the "Repurchase Assets"). Seller agrees “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to execute, deliver and/or file any such documents Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the HGV Borrower Purchase Agreement and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreall remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of athe Timeshare LoanInterests related to such Pledged Timeshare Loans that has been foreclosed upon and remarketed and for which the applicable Timeshare Interestwhich relates to the Barbados Resort, the La Pacifica Resort or the Craigendarroch Resort. (b) The Borrower hereby authorizes the Buyer filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to file financing statements relating to that effect, notwithstanding that such wording may be broader in scope than the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to collateral described in this SectionSection 2.

Security Interest. Although (a) Effective from and after the parties intend that Closing, the Company hereby grants to Working Interest Holder, to secure the payment and performance in full of all Transactions hereunder be sales of the Company’s obligations under this Agreement, including the payment of past and purchases and not loansfuture Revenue Participation Payments, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in the Purchased Mortgage LoansCollateral, including the Records, and all related servicing rights, the Program Agreements Stock Collateral (subject to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage LoansSection 1.04(b)), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instanceswherever located, whether now owned or hereafter acquiredacquired or arising, now existing or hereafter created (collectivelyand all proceeds and products thereof. The Company represents, warrants and covenants that the security interest granted above shall, subject to Section 1.04(b) and Section 1.04(c), at all times continue to be a perfected security interest in the Collateral, subject only to Permitted Liens. For purposes of this Agreement, the "Repurchase Assets")term “proceeds” includes whatever is receivable or received when Collateral or proceeds is sold, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment, including return premiums, with respect to any insurance relating thereto. (b) Effective immediately upon the Company’s payment to Working Interest Holder of the first Revenue Participation Payment owed and payable under this Agreement, Working Interest Holder’s Lien in all of the Stock Collateral shall be released without any further action of any party. Seller agrees to executeAt the Company’s expense, deliver and/or file such documents Working Interest Holder shall, and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller Working Interest Holder hereby authorizes the Buyer Company (or any agent of the Company) to, prepare and file, at any time within three (3) Business Days following the Company’s payment to Working Interest Holder of the first Revenue Participation Payment owed and payable under this Agreement, all documents and take all other actions reasonably requested by the Company to evidence the release of Working Interest Holder’s Lien on the Stock Collateral. (c) Effective immediately upon payment in full of the Maximum Revenue Participation, Working Interest Holder’s Lien in all of the Collateral shall be released without any further action of any party. At the Company’s expense, Working Interest Holder shall, and Working Interest Holder hereby authorizes the Company (or any agent of the Company) to, prepare and file, at any time within three (3) Business Days following the payment of the Maximum Revenue Participation, all documents and take all other actions reasonably requested by the Company to evidence the release of Working Interest Holder’s Lien on the Collateral (d) Following the Company’s failure to make full and prompt payment of any portion of the Revenue Participation Right when due, but in all events subject to Section 5.02(c) (such failure, a “Payment Breach”), and at any time thereafter during the continuation of such Payment Breach, Working Interest Holder shall be entitled to exercise all rights and remedies available under this Agreement, including the right to demand immediate payment of all portions of the Revenue Participation Right then due, and Working Interest Holder thereupon may exercise any other right, power or remedy granted to Working Interest Holder or otherwise permitted to Working Interest Holder by law, either by suit in equity or by action at law, or both, including, without limitation, Working Interest Holder’s rights as a secured party under the Uniform Commercial Code with respect to the Collateral, but in all events subject to Section 1.04(b). (e) The Company hereby authorizes Working Interest Holder to file financing statements relating or take any other action required to perfect Working Interest Holder’s security interest in the Collateral, at any time during which this Agreement remains in effect, with notice to the Repurchase Assets without the signature Company, in all appropriate jurisdictions to perfect or protect Working Interest Holder’s interest or rights hereunder, including a notice that any disposition of the SellerCollateral, as except to the Buyerextent permitted by the terms of this Agreement, at its optionby the Company, may deem appropriateor any other Person, shall be deemed to violate the rights of Working Interest Holder under the Uniform Commercial Code. The Seller shall pay Company further agrees to procure, deliver or execute and deliver to Working Interest Holder, from time to time, all additional security agreements, instruments and documents, each in form and substance reasonably satisfactory to Working Interest Holder, to perfect or protect Working Interest Holder’s security interest in the filing costs for any financing statement or statements prepared pursuant to Collateral in accordance with this SectionSection 1.04.

Security Interest. Although the parties a) Seller and Buyers intend that all the Transactions hereunder be sales and purchases to the applicable Buyer of the Purchased Assets and not loansloans from the applicable Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyers’ rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loanshereunder as other than sales, Seller hereby pledges grants to Buyer the Agent, on behalf of the Buyers, as security for the Seller’s performance by Seller of all of its Obligations and hereby grantsObligations, assigns and pledges to Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: (i) the Purchased Mortgage LoansAssets, (ii) the Records, and (iii) all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, iv) all insurance policies mortgage guaranties and insurance proceeds relating to any Mortgage Loan such Purchased Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property, including, but not limited to, Property and any payments mortgage insurance certificate or proceeds under any related primary insurance, hazard other document evidencing such mortgage guaranties or insurance and FHA Mortgage Insurance Contracts all claims and VA Loan Guarantee Agreements payments thereunder, (if any)v) all instruments, Incomechattel paper, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans agreements (including, without limitation, the related Master Loan Agreement and Master Note) securities, investment property and general intangibles and other assets comprising or relating to the Purchased Assets, (vi) any securities or deposit account related to the Transactions and the related Loans and/or Triple Net Leases, including the Collection Account and all security entitlements to financial assets (including cash) now or hereafter carried in or credited to any such securities or deposit account, (vii) all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, (viii) all guarantees or other accountssupport for the Purchased Assets, (ix) or any and all replacements, substitutions, distributions on the Purchased Assets, (x) any interest in the Purchased Mortgage Loans, Assets or the servicing of the Purchased Mortgage LoansAssets, and (xi) any now existing or hereafter arising proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title titles or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created Notice (collectively, the "Repurchase Assets"“Collateral”). Seller acknowledges and agrees that its rights with respect to executethe Collateral (including without limitation, deliver and/or file its security interest in any portion of the Purchased Assets and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of the Buyers hereunder. The parties acknowledge and agree that the perfection of such security interest is intended to be accomplished through, among other steps, possession of the related Note by a Buyer, the Custodian or by any other Person on any Buyer’s behalf, and that such possession unless otherwise agreed is for such Buyer’s own account. b) Seller hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and perform such acts as instruments which may be reasonably necessary or desirable to fully perfect Buyer's security interest created hereby. Furthermoreaccomplish the purposes of this Agreement, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Purchased Assets and the Collateral without the Seller’s signature of the Seller, thereon as the Buyer, Agent at its option, option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Agent the power and right, on behalf of Seller, without assent by, but with notice to, Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of Seller, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Purchased Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by Agent for the purpose of collecting any and all such moneys due with respect to any Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Assets; (A) to direct any party liable for any payment under any Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Agent or as Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Assets as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Seller’s expense, at any time, and from time to time, all acts and things which Agent deems necessary to protect, preserve or realize upon the Purchased Assets and the Collateral and Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations have been paid in full and this Agreement is terminated in accordance with the terms hereof. Seller also authorizes Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Assets. The powers conferred on Agent hereunder are solely to protect the applicable Buyer’s interests in the Purchased Assets and shall not impose any duty upon it to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Seller shall pay the filing costs for any financing statement act or statements prepared pursuant failure to this Sectionact hereunder, except for its or their own gross negligence or willful misconduct.

Security Interest. Although the parties Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any payment and performance by Sellers of their obligations, liabilities and indebtedness under each such Transactions are deemed to be loansTransaction and Sellers’ obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, each Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations pledges, assigns, transfers and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in the Mortgage Assets in which such Seller has rights or power to transfer rights and all of the Mortgage Assets in which such Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of each Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the RecordsAccounts, and all related servicing rights, (vi) the Program Agreements (Takeout Commitments to the extent such Program Agreements and Seller's right Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, (vii) all insurance policies and insurance proceeds relating Hedging Arrangements to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets extent specifically relating to the Purchased Mortgage Loans Loans, (viii) all supporting obligations related to the Purchased Mortgage Loans, (ix) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (x) all proceeds of the foregoing including, without limitation, any other accounts) all MBS and the right to have and receive such MBS when issued, that are, in whole or any interest in the part, based on, backed by or created from Purchased Mortgage LoansLoans for which the full Repurchase Price has not been received by Buyer, the servicing irrespective of the whether such Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets")Loans have been released from this security interest. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller Sellers hereby authorizes the authorize Buyer to file such financing statements and amendments relating to the Repurchase Mortgage Assets without the signature of the Seller, as the Buyer, at its option, Buyer may deem appropriate, and irrevocably appoints Buyer as Sellers’ attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. The Seller Sellers shall pay all fees and expenses associated with perfecting such Liens including the cost of filing costs for any financing statement or statements prepared pursuant to this Sectionand amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as and when required by Buyer in its reasonable discretion.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loansfinancings, in the event any such Transactions are deemed to be loansfinancings, each Seller hereby pledges to Buyer Administrative Agent for the benefit of the Buyers as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent for the benefit of the Buyers a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's Sellers’ right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, PropertyProperty relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Repurchase Price with respect thereto. In such event, (i) this Agreement shall constitute a security agreement, and the Administrative Agent shall have all of the rights of a secured party under applicable law and (ii) each of the Sellers and each Buyer represents and warrants as to itself that each remittance of amounts by a Seller agrees to such Buyer under this Agreement will have been (x) in payment of a debt incurred by such Seller in the ordinary course of business or financial affairs of such Seller and such Buyer and (y) made in the ordinary course of business or financial affairs of such Seller and such Buyer. Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's Administrative Agent’s security interest created herebyhereby for the benefit of the Buyers. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer Administrative Agent to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the BuyerAdministrative Agent, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, other than for tax purposes, as described in Section 26(e), in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's Sellers’ right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)insurance, Income, the Collection Account, the Buydown Account, Interest Rate Protection Agreements, bank accounts (including any interest of Seller Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to included in the Purchased Mortgage Loans (including, without limitation, any other bank accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related servicing rightsto the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and the Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Take-out Commitments, PropertyCommitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance, or hazard insurance and FHA insurance, any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeLoan, the Collection Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the servicing of Seller or its Affiliates on the Purchased Mortgage Loansone hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationDaily Workbook Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by such Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage LoansAssets, the Records, and all Servicing Rights, related servicing rightsto the Purchased Assets, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and such Seller's right ’s rights thereunder relate to the Purchased Mortgage LoansAssets), the Servicer Account, the Collection Account, any Property relating to any Purchased Asset or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance any Income relating to any Purchased Asset, and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreementsany other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between such Seller or its Subsidiaries on the servicing one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all of the Purchased Mortgage Loans, foregoing and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationrelated Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Each Seller agrees acknowledges that it has no rights to executeservice the Purchased Assets but only has rights as a party to the current Servicing Agreement, deliver and/or file if any. Without limiting the generality of the foregoing and in the event that a Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, such documents Seller grants, assigns and perform such acts as may be reasonably necessary pledges to fully perfect Buyer's Buyer a security interest created herebyin the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. Furthermore, The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Each Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as As security for the performance by Seller payment or performance, as the case may be, in full of its Obligations Secured Obligations, each Grantor hereby grants to the Collateral Agent, its successors and hereby grantspermitted assigns, assigns for its own benefit and pledges to Buyer the benefit of the other Secured Parties, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Recordsin, and all related servicing rights, the Program Agreements (collaterally assigns to the extent such Program Agreements Collateral Agent, its successors and Seller's right thereunder relate to permitted assigns, for its own benefit and the Purchased Mortgage Loans), any related Take-out Commitments, Propertybenefit of the other Secured Parties, all insurance policies of such Grantor’s right, title and insurance proceeds relating interest in, to any Mortgage Loan or and under the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements Collateral (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts“Security Interest”) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loanswherever located, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created arising or acquired from time to time. Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the Collateral Agent’s option, to file one or more Financing Statements, amendments to Financing Statements, continuation statements, or to sign other documents for the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, without the signature of any Grantor (collectivelyeach Grantor hereby appointing the Collateral Agent as such Person’s attorney to sign such Person’s name to any such instrument or document, whether or not an Event of Default exists), and naming any Grantor or the Grantors, as debtors, and the Collateral Agent, as secured party. Any such financing statement may indicate the Collateral as “all assets of the Grantor whether now existing or hereafter acquired”, “all personal property of the debtor whether now existing or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC. Notwithstanding the grant of authority to the Collateral Agent under this Section 2.01, and in accordance with Sections 3.02 and 7.01 below, each Grantor agrees to prepare and file or cause to be filed, at its own expense, any Financing Statements, amendments to Financing Statements, continuation statements or any other documents or instruments in each governmental, municipal or other office as is necessary to perfect or maintain the perfection of the Collateral Agent’s Security Interest in the Collateral and to deliver to the Collateral Agent a file stamped copy of each such Financing Statement, amendment thereto, continuation statement or other document or instrument in connection with this Agreement or any other Collateral Document. Without limiting the provisions of the first paragraph above and in furtherance of the provisions of the second paragraph above, the "Repurchase Assets"). Seller agrees to executeCollateral Agent hereby designates each Grantor as the Collateral Agent’s true and lawful attorney, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermorewith full power of substitution, the Seller hereby authorizes the Buyer at each Grantor’s option, to file financing statements relating one or more Financing Statements, amendments to Financing Statements, continuation statements, or to sign other documents solely for the Repurchase Assets purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, but not releasing or deleting any Collateral, without the signature of the SellerCollateral Agent, and naming any Grantor or the Grantors, as debtors, and the BuyerCollateral Agent, at its option, may deem appropriateas secured party. The Seller shall pay the filing costs for any Any such financing statement may indicate the Collateral as “all assets of the Grantor whether now existing or statements prepared pursuant to this Sectionhereafter acquired”, “all personal property of the debtor whether now existing or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller Sellers hereby pledges pledge to Buyer as security for the performance by Seller Sellers of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related servicing rightsto the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's Sellers' right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance any Income relating to any Purchased Mortgage Loan and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreementsany contract rights, accounts (including any interest of Seller Sellers in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller and/or its Affiliates on the servicing of one hand and Buyer and/or its Affiliates on the Purchased Mortgage Loansother, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationMortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller Sellers hereby authorizes the authorize Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. On the initial Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets and the beneficial interest in the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage LoansAssets, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, PropertyProperty relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Assets or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)insurance, Income, the Collection Account, Interest Rate Protection Agreementsthe Servicer Account, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Primary Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Section 8 of the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with the following: “Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by Seller the Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Recordsrecords, and all servicing rights related servicing rightsto the Purchased Mortgage Loans, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and such Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Take-out CommitmentsMortgaged Property, Propertyany Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), IncomeLoan, the Collection Account, the Payment Account, the Margin Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationMortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's provided that no Default, Event of Default or Margin Deficit exists, the Buyer shall release its security interest created herebyin the Purchased Mortgage Loans upon payment in full to the Buyer of the Repurchase Price with respect thereto. Furthermore, the Seller The Sellers hereby authorizes authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets without the each Seller’s signature of the Seller, thereon as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Repurchase Price for all Purchased Mortgage Loans and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interest in any remaining Repurchase Assets.”

Security Interest. Although This Agreement constitutes a security agreement under the parties intend that all Transactions hereunder be sales and purchases and not loansUtah Commercial Code. To secure payment of Merchant’s obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Transaction Records, Credit Vouchers and other items submitted to Provider for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the "Repurchase Assets"Account and the Reserve Account, in the name of or for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account and the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason), Provider may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Provider may require Merchant to furnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at ▇▇▇▇▇▇▇▇’s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyerand ▇▇▇▇▇▇▇▇ will obtain Bank’s written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may deem appropriatesell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. The Seller shall pay Notwithstanding the filing costs for foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Sectionthird party without Provider’s prior written consent.

Security Interest. Although To secure payment of Merchant’s obligations under the parties intend that all Transactions hereunder be sales and purchases and not loansMerchant Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Peoples Trust a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired (collectively, the "Repurchase Assets"“Collateral”): (a) Transactions, Sales Drafts, Credit Vouchers and other items submitted to Peoples Trust for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from the Merchant Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts (including without limitation all deposit accounts) maintained with Peoples Trust or any institution other than Peoples Trust, including the Reserve Account, in the name of or for the benefit of, Merchant or any guarantor of Merchant’s obligations under the Merchant Agreement; (d) deposits, regardless of source, to Merchant’s or any guarantor’s accounts with Peoples Trust or any institution other than Peoples Trust, inc1uding the Reserve Account; (e) all deposits and all other property and funds presented by Merchant to Peoples Trust or withheld by Peoples Trust, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. Seller If Peoples Trust reasonably determines that Merchant has breached any obligation under the Merchant Agreement, or that proceeds of Merchant’s future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, or other liabilities of Merchant hereunder, as reasonably determined by Peoples Trust (whether because the Merchant Agreement has been terminated or for any other reason), Peoples Trust may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under the Merchant Agreement or those rights available under and subject to, applicable Laws, or in equity. In addition to the collateral pledged above, Peoples Trust may require Merchant to furnish such other and different security as Peoples Trust deems appropriate in its sole discretion to secure Merchant’s obligations under the Merchant Agreement. Peoples Trust may fully or partially prohibit withdrawal by Merchant of funds from Merchant’s deposit accounts maintained with Peoples Trust or financial institutions other than Peoples Trust, pending Peoples Trust’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Peoples Trust. Merchant agrees to execute, deliver and/or that Peoples Trust may file such financing statements and any other documents and perform such acts as may be reasonably necessary required for Peoples Trust to fully perfect Buyer's its security interest, and Merchant will execute any other documents as may be requested by Peoples Trust and take such actions as Peoples Trust may require in connection with the security interest, at Merchant’s cost. Merchant represents and warrants that no other party has a security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature or lien in any of the Sellercollateral pledged above, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for and Merchant will obtain Peoples Trust’s written consent before it grants a lien or security interest in that pledged collateral to any financing statement or statements prepared pursuant to this Sectionother person.

Security Interest. On each Purchase Date and Additional Advance Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Purchased Mortgage Loan Schedule and the Related Purchased Mortgage Loans related thereto. Although the parties intend that all Transactions hereunder (relating to the Purchased Mortgage Loans) be sales and purchases and not loansloans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants, assigns and pledges to Buyer Buyer, as security for the performance by Seller of its Obligations and hereby grantsObligations, assigns and pledges to Buyer a fully perfected first priority security interest in (i) the Purchased Mortgage Loans, ; (ii) the Records, and all Records related servicing rights, to the Purchased Mortgage Loans; (iii) the Program Agreements Documents (to the extent such Program Agreements Documents and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), ; (iv) any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, ; (v) any takeout commitments relating to any Purchased Mortgage Loans; (vi) any Servicing Rights relating to any Purchased Mortgage Loan; (vii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA ; (viii) any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements Loan; (if any), Income, ix) the Collection Account, Interest Rate Protection Agreements; (x) any other contract rights, accounts (including health-care-insurance receivables); (xi) any interest of Seller in escrow accounts) accounts and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans and general intangibles and to the extent that the foregoing relate to any Purchased Mortgage Loan; (xii) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts), (xiii) or any interest in the Purchased Mortgage Loans, the servicing of ; (xiv) accounts related to the Purchased Mortgage Loans; (xv) chattel paper constituting or related to the Purchased Mortgage Loans (including electronic chattel paper); goods constituting or related to the Purchased Mortgage Loans (including inventory and equipment and any accessions thereto); (xvi) instruments (including promissory notes) constituting or related to the Purchased Mortgage Loans; (xvii) documents constituting or related to the Purchased Mortgage Loans; (xviii) investment property constituting or related to the Purchased Mortgage Loans; (xix) letters of credit, letter-of-credit rights, if any (whether or not the letter of credit is evidenced by a writing); (xx) securities and all other investment property; money, deposit accounts, and any proceeds other contract rights or rights to the payment of money; (xxi) general intangibles constituting or related to the Purchased Mortgage Loans (including payment intangibles and software) together with all accessions and additions thereto and substitutions and replacements therefor; and (xxii) all products and proceeds related to the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationPurchased Mortgage Loans, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the "Repurchase Assets"“Related Purchased Mortgage Loans”). Seller agrees acknowledges that it has sold the Purchased Mortgage Loans to executeBuyer on a servicing released basis and it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the transaction is recharacterized, and/or if Seller is otherwise deemed to have retained any Servicing Rights, Seller grants, assigns and pledges to Buyer a security interest in all Servicing Rights related to the Purchased Mortgage Loans and all proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. Buyer’s security interest in any individual Purchased Mortgage Loan and any Related Purchased Mortgage Loans related to such Purchased Mortgage Loan shall terminate on the related Repurchase Date for such Purchased Mortgage Loan upon Buyer’s confirmation of receipt of payment by Seller in full of the related Repurchase Price of such Purchased Mortgage Loan, which termination shall occur automatically and without further notice or consent. Following termination of the security interest as specified in this Section 8, on written request of Seller, Buyer shall deliver and/or to Seller such UCC termination statements (or authorize Seller to file such the same) and other release documents and perform such acts as may be reasonably required in order to terminate a security interest or give notice thereof under the UCC, and return the Related Purchased Mortgage Loans to Seller, as applicable, and reconvey the Purchased Mortgage Loans to Seller and release its security interest in the Purchased Mortgage Loans and related collateral. For purposes of the grant of the security interest pursuant to this Section 8, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”). Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (a) Buyer, at Seller’s sole cost and expense, as applicable, shall cause to be filed in such locations as may be necessary to fully perfect Buyer's and maintain perfection and priority of the security interest created granted hereby. Furthermore, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon the filing thereof, and (b) Seller shall from time to time take such further actions as may be requested by Buyer to maintain and continue the perfection and first priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). In connection with the security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cause any Purchased Mortgage Loan that is not evidenced by an instrument or chattel paper to be so evidenced. If a Purchased Mortgage Loan becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer. Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without Related Purchased Mortgage Loans and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriate. The Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched for pursuant to this SectionAgreement. The foregoing provisions of this Section 8(a) are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountSecurities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationAsset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire outstanding principal amount of the loan under the Servicing Facility Agreement and the termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Although The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the parties intend that all Transactions hereunder be sales Security Trustee, for its benefit and purchases and not loansthe benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the event following collateral, whether now existing or hereafter Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. created or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) the Asset; (b) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Transactions are deemed Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Asset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all proceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above; (e) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be loanssubjected to the Lien of this Agreement hereby, Seller hereby pledges by the other Related Documents or by any supplement to Buyer this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the estate, right, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (f) all proceeds, howsoever arising, of the foregoing. BUT EXCLUDING, HOWEVER, the Excluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and assigns, as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSecured Obligations.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as As security for the full and prompt payment and performance by Seller of its Obligations the Secured Obligations, each Pledgor hereby unconditionally pledges, transfers, conveys, grants and hereby grantsassigns to the Trustee, assigns and pledges to Buyer for the benefit of the Noteholders, a fully perfected first priority continuing security interest in and security title to all of the Purchased Mortgage Loansfollowing property now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has, or may acquire in the future, any right, title or interest thereto (collectively, the Records, "Pledged Collateral"): (a) the Pledged Interests (including the Additional Pledged Interests) and all related servicing rights, the Program Agreements (to the extent such Program Agreements substitutions therefor and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyreplacements thereof, all insurance policies proceeds thereof and insurance proceeds all rights relating to any Mortgage Loan or the related Mortgaged Propertythereto, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in certificates representing the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds Pledged Interests (including the related securitization proceedsAdditional Pledged Interests), subject to the Intercreditor Agreement, (i) the right to request, after the occurrence and during the continuation of an Event of Default, that the Pledged Interests (including the Additional Pledged Interests) be registered in the name of the Trustee or any of its nominees, (ii) the right to receive any certificates representing any of the Pledged Interests (including any certificates representing any of the Additional Pledged Interests) and (iii) the right to require that same be delivered to the Trustee together with undated powers or assignments of investment securities with respect thereto, duly endorsed in blank by the applicable Pledgor, all warrants, options, share appreciation rights and other rights, contractual or otherwise, in respect thereof and of all dividends, distributions of income, profits, surplus or other compensation by way of income or liquidating distributions, in cash or in kind, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the Pledged Interests (including the Additional Pledged Interests), whether now owned or hereafter acquired by such Pledgor; provided, however, that the Pledged Interests shall not include more than 65% of the issued and outstanding voting Equity Interests of any Subsidiary that is not a U.S. Subsidiary or any U.S. Subsidiary that is a limited liability company or limited partnership which has no other assets other than Equity Interests of any Subsidiary that is not a U.S. Subsidiary; provided, further, that (x) shares of capital stock and other Equity Interests will constitute Pledged Interests only to the extent that such capital stock and other Equity Interests can secure the Notes without Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act ("Rule 3-10" and "Rule 3-16," respectively) (or any other law, rule or regulation) requiring separate financial statements of such Subsidiary to be filed with the SEC (or any other governmental regulatory agency); (y) in the event that either Rule 3-10 or Rule 3-16 requires or is amended, modified or interpreted by the SEC to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other governmental regulatory agency) of separate financial statements of any Subsidiary due to the fact that such Subsidiary's capital stock or other Equity Interests constitute Pledged Interests, then such capital stock or other Equity Interests shall automatically be deemed not to be Pledged Interests, but only to the extent necessary to not be subject to such requirement; and (z) in the event that either Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such capital stock or other Equity Interests to constitute Pledged Interests without the filing with the SEC (or any other governmental regulatory agency) of separate financial statements of such Subsidiary, then such capital stock and other Equity Interests shall automatically be deemed to be Pledged Interests but only to the extent necessary to not be subject to any such financial statement requirement; (b) all of such Pledgor's rights, powers and remedies under the limited liability company operating agreements of the Pledged Companies that are limited liability companies (collectively, the "Operating Agreements") and under the partnership agreements of the Pledged Companies that are general or limited partnerships (collectively, the "Partnership Agreements"); and (c) to the extent not otherwise included, all proceeds of any and all of the foregoing. For purposes of this Agreement, the term "proceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to the Pledgors or the Trustee from time to time with respect to any of the foregoing Pledged Collateral. Each Pledgor has delivered to and any other propertydeposited with ING Capital LLC (i) as administrative agent (the "Administrative Agent") under the Credit Agreement (as further amended, rightsrestated, title refinanced, replaced, supplemented or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyotherwise modified from time to time, the "Repurchase AssetsCredit Agreement")) dated as of the date hereof, by and among the Company, the Administrative Agent, the Guarantors and the various financial institutions party thereto, and (ii) as bailee of the Trustee on behalf of the Noteholders under the Intercreditor Agreement (or will deliver and deposit (in any event within five (5) Business Days of such Pledgor's receipt thereof) with the Administrative Agent or the Trustee, as the case may be, in accordance with Section 4 hereof) all certificates representing the Pledged Interests owned by such Pledgor to the extent such Pledged Interests are represented by certificates, and undated powers endorsed in blank with respect to such certificates. Seller agrees In addition, each Pledgor hereby authorizes the filing of appropriate Uniform Commercial Code financing statements describing the Pledged Collateral (including any Additional Pledged Interests) in order to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyerthe Trustee's security interest created herebytherein. Furthermore, It is the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature intention of the Sellerparties hereto that record and beneficial ownership of the Pledged Collateral, including, without limitation, all voting, consensual and dividend rights, shall remain in the applicable Pledgor until the occurrence of an Event of Default and until the Administrative Agent or the Trustee, as the Buyercase may be in accordance with the Intercreditor Agreement, at its optionshall notify the applicable Pledgor of the Administrative Agent's or Trustee's, as the case may deem appropriate. The Seller shall pay be, exercise of voting and consensual rights to the filing costs for any financing statement or statements prepared Pledged Collateral pursuant to this SectionSection 11 hereof.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertyany Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Income, the Collection AccountSecurities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationAsset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the buyer under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire Obligations (as defined in the Servicing Facility Documents) under the Servicing Facility Agreement and the termination of all obligations of the buyer thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations thereunder that the buyer thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the SellerAssets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8. With respect to the Additional Collateral, Sections 4.04, 4.05 and 4.06 of the Servicing Facility Agreement are deemed to apply and are incorporated by reference herein.

Security Interest. Although Label hereby irrevocably assigns and transfers to Navarre as collateral security for payment of all amounts which Navarre is entitled to charge against Label pursuant to this Agreement and the parties intend that other Documents, or which Label may otherwise owe Navarre, all Transactions hereunder be sales of Label's right, title and purchases interest in and not loansto all inventory, goods and merchandise owned by Label which are now or at any time hereafter in the event possession of Navarre or which are located on any such Transactions are deemed premises owned or leased by Navarre, whether on consignment or otherwise, and all recordings, records, tapes, CD's, CD ROM's, DVD's, videos or similar products delivered to be loansNavarre in connection with this Agreement; and all Masters delivered to Navarre for all Releases financed or distributed by Navarre, Seller hereby pledges and all manufacturing, distribution and licensing rights and copyrights related thereto, and all other license and contract rights now existing or hereafter at any time arising, relating to Buyer as security the above-referenced collateral, including, without limitation, the right to use and exploit the Masters consistent with this Agreement until repayment in full of any and all amounts owed by Label to Navarre, together with all substitutions and replacements for and products and proceeds of any of the performance by Seller foregoing property (the "Collateral"). Upon Label's payment of all amounts due Navarre hereunder, Navarre shall terminate its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in and to the Purchased Mortgage LoansCollateral and shall execute any and all documents necessary to effectuate such termination. Label warrants and represents that it has not granted and will not grant any rights that would be superior to Navarre's rights hereunder in the Collateral to any other party by way of assignment, the Recordssecurity interest or otherwise, and all related servicing rights, the Program Agreements (that any GRANT OF RIGHTS with respect to the extent such Program Agreements Collateral will be subject to Navarre's rights. Label hereby irrevocably grants to Navarre a limited power-of-attorney to execute any and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan financing statements or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans documents (including, without limitation, any other accountsUCC-1 forms) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationwhich Navarre deems, in all instancesits sole discretion, whether now owned or hereafter acquired, now existing or hereafter created (collectively, necessary to protect its interests in such Collateral and Navarre shall have the "Repurchase Assets"). Seller agrees right to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyerstatements, in Label's security interest created hereby. Furthermoreand/or Navarre's name, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem in any jurisdictions) where Navarre deems appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller (i) The Controlled Account Depositor hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer grants a fully perfected first priority security interest in favor of the Purchased Mortgage LoansAdministrative Agent for the ratable benefit of the Lenders in each Controlled Account established by or for it hereunder and all financial assets and other property and sums at any time held, the Recordsdeposited or invested therein, and all related servicing rightssecurity entitlements and investment property relating thereto, together with any interest or other earnings thereon, and all proceeds thereof, whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities (collectively, such Controlled Account Depositor’s “Controlled Account Collateral”), together with all rights of a secured party with respect thereto (even if no further documentation is requested by the Program Agreements Administrative Agent or the Lenders or executed by the Borrower or the Westwood Place Borrower with respect thereto) to secure the Obligations of the Controlled Account Depositor (and, in case the Borrower is the Controlled Account Depositor, also to secure the Obligations of the Westwood Place Borrower). (ii) The Controlled Account Depositor covenants and agrees: (A) to do all acts that may be reasonably necessary to maintain, preserve and protect such Controlled Account Depositor’s Controlled Account Collateral; (B) to pay promptly when due all material taxes, assessments, charges, encumbrances and liens now or hereafter imposed upon or affecting such Controlled Account Depositor’s Controlled Account Collateral; (C) to appear in and defend any action or proceeding which may materially and adversely affect such Controlled Account Depositor’s title to or the Administrative Agent’s interest in such Controlled Account Depositor’s Controlled Account Collateral; (D) following the creation of each Controlled Account established by or for such Controlled Account Depositor and the initial funding thereof, other than to the extent Administrative Agent pursuant to this Agreement or a Controlled Account Agreement, not to transfer, assign, sell, surrender, encumber, mortgage, hypothecate, or otherwise dispose of any of such Program Agreements Controlled Account Depositor’s Controlled Account Collateral or rights or interests therein, and Seller's right thereunder relate to keep such Controlled Account Depositor’s Controlled Account Collateral free of all levies and security interests or other liens or charges except the security interest in favor of the Administrative Agent granted hereunder; (E) to account fully for and promptly deliver to the Purchased Mortgage Loans)Administrative Agent, any related Take-out Commitments, Propertyin the form received, all insurance policies documents, chattel paper, instruments and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Propertyagreements constituting such Controlled Account Depositor’s Controlled Account Collateral hereunder, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating endorsed to the Purchased Mortgage Loans (includingAdministrative Agent or in blank, without limitation, any other accounts) or any interest in as requested by the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansAdministrative Agent, and any accompanied by such powers as appropriate and until so delivered all such documents, instruments, agreements and proceeds shall be held by such Controlled Account Depositor in trust for the Administrative Agent, separate from all other property of such Controlled Account Depositor; and (including F) from time to time upon request by the related securitization proceeds) and distributions Administrative Agent, to furnish such further assurances of such Controlled Account Depositor’s title with respect to any of the foregoing and any such Controlled Account Depositor’s Controlled Account Collateral, execute such written agreements, or do such other propertyacts, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully effectuate the purposes of this agreement or as may be required by law, or in order to perfect Buyer's or continue the first-priority lien and security interest created herebyof the Administrative Agent in such Controlled Account Depositor’s Controlled Account Collateral. (iii) All interest earned on such Controlled Account Depositor’s Controlled Account shall be retained in such Controlled Account subject to such Controlled Account Depositor’s withdrawal rights set forth herein. FurthermoreSuch Controlled Account Depositor shall treat all interest earned on its Controlled Account as its income for federal income tax purposes. (iv) Upon the occurrence and during the continuation of an Event of Default, the Seller Administrative Agent may (and, upon the instruction of the Required Lenders, shall): (A) without any advertisement or notice to or authorization from the Borrower (all of which advertisements, notices and/or authorizations are hereby authorizes expressly waived), withdraw, sell or otherwise liquidate the Buyer to file financing statements relating funds deposited into any Controlled Account established by or for the Borrower, and apply the proceeds thereof to the Repurchase Assets without the signature unpaid Obligations of the Seller, Borrower in such order as the BuyerAdministrative Agent may elect in its sole discretion, at its option, may deem appropriate. The Seller shall pay the filing costs without liability for any financing statement loss, and the Borrower hereby consents to any such withdrawal and application as a commercially reasonable disposition of such funds and agrees that such withdrawal shall not result in satisfaction of the Borrower’s Obligations except to the extent the proceeds are applied to such sums; (B) without any advertisement or statements prepared notice to or authorization from the Borrower (all of which advertisements, notices and/or authorizations are hereby expressly waived), notify any account debtor on any Controlled Account Collateral pledged by the Borrower pursuant hereto to make payment directly to the Administrative Agent; (C) foreclose upon all or any portion of the Controlled Account Collateral pledged by the Borrower or otherwise enforce the Administrative Agent’s security interest in any manner permitted by law or provided for in this SectionAgreement; (D) sell or otherwise dispose of all or any portion of the Controlled Account Collateral pledged by the Borrower at one or more public or private sales, whether or not such Controlled Account Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as the Administrative Agent may determine; (E) recover from the Borrower all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or paid by the Administrative Agent in exercising any right, power or remedy provided by this subsection (iv); and (F) exercise any other right or remedy available to the Administrative Agent or the Lenders under Applicable Law or in equity. (v) Upon the occurrence and during the continuation of a Westwood Place Event of Default, the Administrative Agent may (and, upon the instruction of the Required Lenders, shall): (A) without any advertisement or notice to or authorization from the Westwood Place Borrower (all of which advertisements, notices and/or authorizations are hereby expressly waived), withdraw, sell or otherwise liquidate the funds deposited into any Controlled Account established by or for the Westwood Place Borrower, and apply the proceeds thereof to the unpaid Obligations of the Westwood Place Borrower in such order as the Administrative Agent may elect in its sole discretion, without liability for any loss, and the Westwood Place Borrower hereby consents to any such withdrawal and application as a commercially reasonable disposition of such funds and agrees that such withdrawal shall not result in satisfaction of the Westwood Place Borrower’s Obligations except to the extent the proceeds are applied to such sums; (B) without any advertisement or notice to or authorization from the Westwood Place Borrower (all of which advertisements, notices and/or authorizations are hereby expressly waived), notify any account debtor on any Controlled Account Collateral pledged by the Westwood Place Borrower pursuant hereto to make payment directly to the Administrative Agent; (C) foreclose upon all or any portion of the Controlled Account Collateral pledged by the Westwood Place Borrower or otherwise enforce the Administrative Agent’s security interest in any manner permitted by law or provided for in this Agreement; (D) sell or otherwise dispose of all or any portion of the Controlled Account Collateral pledged by the Westwood Place Borrower at one or more public or private sales, whether or not such Controlled Account Collateral is present at the place of sale, for cash or credit or future delivery, on such terms and in such manner as the Administrative Agent may determine; (E) recover from the Westwood Place Borrower all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or paid by the Administrative Agent in exercising any right, power or remedy provided by this subsection (v); (F) exercise all rights and remedies available under subsection (iv) above as to any Controlled Account Collateral pledged by the Borrower and apply such Controlled Account Collateral and any proceeds thereof to the Obligations of the Westwood Place Borrower (as if each reference to the “Obligations” in clause (iv) included both the Obligations of the Borrower and the Obligations of the Westwood Place Borrower); and (G) exercise any other right or remedy available to the Administrative Agent or the Lenders under applicable law or in equity. (vi) Reserved.

Security Interest. Although To secure the parties intend that prompt payment to Lender of the Indebtedness and any and all Transactions hereunder be sales other obligations now existing or hereinafter arising owed by Borrower to Lender, Borrower hereby irrevocably grants to Lender a first and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in the Purchased Mortgage Loansfollowing property and interests in property of Borrower, whether now owned or existing or hereafter acquired or arising and wheresoever located (collectively the Records, "Collateral"): A. All Receivables and all related servicing rightsaccounts, the Program Agreements (to the extent such Program Agreements chattel paper, instruments, contract rights and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Propertygeneral intangibles, all of Borrower's right, remedies, security, liens, guaranties, or other contracts of suretyship with respect thereto, all deposits or other security or support for the obligation of any Account Debtor thereunder and credit and other insurance policies acquired by Account Debtor or the Borrower in connection therewith.; B. All furniture, equipment, machinery, fixtures and general intangibles, including but not limited to customer lists and records, tax refunds and insurance proceeds relating to any Mortgage Loan premium refunds. C. All inventory, new or the related Mortgaged Propertyused, including, but not limited to parts and accessories; D. All bank accounts of Borrower; E. All monies, securities and property, now or hereafter held, received by, or entrusted to, in the possession or under the control of Lender or a bailee of Lender; F. All right, title and interest of the Borrower in and to the Receivables, participation agreements, participation certificates, or other instruments or agreements which evidence the Receivables; G. All right, title and interest of the Borrower in and to all Consumer Notes, Consumer Mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Borrower which secure (or constitute collateral for any payments note, instrument or proceeds under agreement securing) any related primary insuranceof the Consumer Notes or other instruments or agreements which evidence any of the Receivables; H. All right, title and interest of the Borrower in and to all Financing Statements perfecting the security interest of any of the foregoing; I. All right, title and interest of the Borrower in and to all Guaranties and other instruments by which the persons or entities executing the same guarantee, among other things, the payment or performance of the Receivables; J. All right, title and interest of the Borrower in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to the foregoing; K. All right, title and interest of the Borrower in and to all surveys, bonds, hazard and liability insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)policies, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Borrower in connection with, or arising out of, the Receivables; L. All right, title and interest of the Borrower in and to all commitments and other agreements to purchase any Receivables; M. All right, title and interest of the Borrower in and to all collections on, and proceeds of or from, any and all of the foregoing (hereafter collectively called "Collections"); N. All files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and data of the Borrower relating to the Receivables (including all information, data, programs, tapes, discs and cards necessary to administer and service such Receivables); O. All contract rights, accounts, payments, rights to payment (of money, refunds, including payments of interest or finance charges) tax, premium and commission refunds, and general intangibles and other assets intangibles, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest such documents and contracts described in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, 3.1 above and any proceeds (as to all such Collateral described in section 3.1 including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, this subparagraph J. whether now owned or hereafter acquired, now existing or hereafter created (collectively, at any time acquired or arising; The following definitions are solely for the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating purpose of defining these terms with respect to the Repurchase Assets without the signature description of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.Collateral herein:

Security Interest. Although Solely for purposes of any Transaction for the parties Mortgage Loans, Section 6 of the Master Repurchase Agreement is hereby deleted in its entirety and replaced with the following: (a) Buyer and Seller intend that all the Transactions hereunder be sales and purchases to Buyer of the Mortgage Loans and not loansloans from Buyer to Seller secured by the Mortgage Loans. However, in order to preserve Buyer's rights under the Master Repurchase Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be hereunder as loans, Seller hereby pledges to Buyer and as security for the performance by Seller of its Obligations all of Seller's obligations to Buyer under, the Master Repurchase Agreement and hereby grantsthe Transactions entered into pursuant to the Master Repurchase Agreement, assigns and pledges Seller grants to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements Documents (to the extent such Program Agreements Documents and the Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitmentsservicing records, Propertypurchase commitments, all insurance policies and insurance proceeds guarantees relating to any the Mortgage Loan or the related Mortgaged PropertyLoans, includingMortgage Notes, but not limited toMortgages, income, any payments and all hedges, any and all servicing agreements and any collection accou▇▇▇ ▇▇d escrow accounts relating to the Mortgage Loans and all cash or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) other property or amounts on deposit therein and any other contract rightsgeneral intangibles, accountsinstruments, paymentssupporting obligations, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Loans and the servicing of the Purchased Mortgage Loans, Loans and any and all replacements or substitutions for, distributions on or proceeds (including the related securitization proceeds) of any and distributions with respect to any all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, and together with any other property or interests in which Seller grants a security interest to Buyer, the "Repurchase AssetsCollateral"). . (b) Seller agrees to execute, deliver and/or file such documents shall pay all fees and perform such acts as may be reasonably necessary to fully perfect expenses associated with perfecting and maintaining Buyer's security interest created hereby. Furthermore, (and ownership interest) in the Seller hereby authorizes Collateral (including the Buyer to file cost of filing financing statements relating to under the Repurchase Assets without the signature Uniform Commercial Code and recording assignments of the SellerMortgage, as the Buyer, at and when required by Buyer in its option, may deem appropriatediscretion). The Seller shall pay the filing costs for take such further actions as are necessary in order to perfect Buyer's first priority security interest in any financing statement or statements prepared pursuant to this Sectionhedges.

Security Interest. Although This Agreement constitutes a security agreement under the parties intend that all Transactions hereunder be sales and purchases and not loansUtah Commercial Code. To secure payment of Merchant’s obligations under this Agreement, in the event any such Transactions are deemed Merchant grants to be loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Provider a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired: (collectivelya) Transactions, Transaction Records, Credit Vouchers and other items submitted to Provider for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all amounts due Merchant (including any rights to receive credits or payments hereunder); (c) accounts maintained with Bank or any institution other than Bank, including without limitation the "Repurchase Assets"Account and the Reserve Account, in the name of or for the benefit of, Merchant or any Guarantor of Merchant’s obligations under this Agreement; (d) deposits, regardless of source, to Merchant’s or any Guarantor’s accounts with Bank or any institution other than Bank, including the Account and the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Bank, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Provider reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Transactions are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Provider (whether because this Agreement has been terminated or for any other reason), Provider may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under the Network Rules, applicable Laws, including the Utah Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Provider may require Merchant to furnish such other and different security as Provider deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of funds from Merchant's Account with Bank or financial institutions other than Bank, pending Bank’s determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant’s obligations to Bank. Merchant will execute any documents and perform such acts as may be reasonably necessary take any actions required to fully comply with and perfect Buyer's any security interest created herebyunder this paragraph, at Merchant’s cost. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature Merchant represents and warrants that no other party has a security interest or lien in any of the Sellercollateral pledged above, as the Buyerand Merchant will obtain Bank’s written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or both) at its optionbusiness locations and free of liens, claims, and encumbrances other than ordinary sales taxes. Merchant may deem appropriate. The Seller shall pay the filing costs for not sell and assign future Transaction receivables to any financing statement person or statements prepared pursuant to this Sectionentity without Provider’s prior written consent.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as As security for the performance by Seller payment in full of its Obligations all Sky Bank Loans and all other existing and hereafter arising indebtedness of the SKY BANK Borrowers under the Master Agreement, each Grantor does hereby grants, assigns and pledges convey to Buyer SKY BANK a fully perfected security interest (subject to the first priority security interest in favor of BOS) in and lien upon all rights, titles and interest of such Grantor in and to the Purchased following described property (collectively, the "Collateral"): (a) All Mortgage Loans, including all Mortgage Notes and Mortgages and other related Mortgage Loan Documents related to such Mortgage Loans which from time to time are delivered to BOS (or to SKY BANK on behalf of BOS) pursuant to the RecordsBOS Master Agreement and in respect of which a BOS Loan has been made, (the "Pledged Mortgage Loans"), a list of the Pledged Mortgage Loans being attached hereto; (b) All mortgage insurance and all commitments issued by insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said insurer commitments and the purchase commitments, and all related servicing rights, other documents or instruments delivered to such Grantor in respect of the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Pledged Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any other accountsPledged Mortgage Loan; (c) All right, title and interest of such Grantor in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of such Grantor relating to the Pledged Mortgage Loans; (d) All property of Grantor, in any form or capacity now or at any time hereafter in the possession or direct or indirect control of BOS or SKY BANK relating to the Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary thereof) or any interest in the Purchased Mortgage Loans, the servicing third party on behalf of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements BOS relating to the Repurchase Assets without Pledged Mortgage Loans; (e) Grantor’s rights (but not any obligations or liabilities of Grantor) under all Purchase Commitments now held or hereafter acquired by Grantor covering Pledged Mortgage Loans and all proceeds resulting from the signature sale of Pledged Mortgage Loans to Investors pursuant thereto; (f) All rights (but not any obligations or liabilities) of Grantor under the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.Administrative Services Agreement;

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer and, in any event, as security for the performance by Seller of its Obligations Obligations, Seller hereby pledges to Buyer and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of the Seller’s right, title, and interest in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located related to the Purchased Loans (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans, ; (ii) the Records, Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related servicing rights, to the Program Agreements Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), ; (v) any Property relating to any Purchased Mortgage Loan or the related Take-out Commitments, Mortgaged Property, ; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements to the extent relating to any Purchased Mortgage Loan; (xiii) any other contract rights, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)accounts, Income, the Collection Account, Interest Rate Protection Agreements, deposit accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts), payments, rights to payment (including payments of interest or finance charges) ), and general intangibles and to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets to the extent relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) any and all replacements or substitutions for, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing and foregoing; and (xvi) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or Trust Receipt in the TIAA Bank Warehouse Electronic System to the extent related to the Purchased Mortgage Loans. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans prior to the time repurchased by Seller. Without limiting the generality of the foregoing and Certificationin the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, prior to the "Repurchase Assets")time repurchased by Seller. Seller agrees The foregoing provision is intended to execute, deliver and/or file such documents constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and perform such acts Transactions hereunder as may be reasonably necessary to fully perfect Buyer's security interest created herebydefined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Furthermore, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without and the signature of the Seller, Servicing Rights as the Buyer, at its option, may deem appropriate, without the signature of Seller thereon. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all right, title and interest, including, with respect to the Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and with respect to the Servicing Retained Mortgage Loans, all of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in each Seller’s rights, title and interest in the Purchased Mortgage LoansAssets, the RecordsRecords related to the Purchased Assets, and all Servicing Rights related servicing rights, to the Program Agreements Purchased Assets (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loansof its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Take-out Commitments, Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan Purchased Asset or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)any Income relating to any Purchased Asset, Income, the each Collection Account, Interest Rate Protection each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, in each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, Assets and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request Confirmation and/or Trust Receipt and CertificationAsset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. The assets set forth in this clause (collectively, i) are the "“Repurchase Assets")”. Without limiting the generality of the foregoing and in the event that Sellers are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller agrees grants, assigns and pledges to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's Buyer a security interest created herebyin the related Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. Furthermore, The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Seller Bankruptcy Code. The Sellers hereby authorizes the authorize Buyer to file such financing statement or statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem reasonable and appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 9.