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 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 (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 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 Servicer 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 Servicer 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"Servicer or any institution other than Servicer, 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 Servicer or any institution other than Servicer, including the Reserve Account; (e) all deposits and all other property and funds deposited by Merchant or withheld by Servicer, including funds and property withheld as the result of security monitoring; and (f) proceeds of the foregoing. If Servicer 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 Servicer (whether because this Agreement has been terminated or for any other reason), Servicer 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 Servicer may require Merchant to furnish such other and different security as Servicer deems appropriate in its sole discretion to secure Merchant’s obligations under this Agreement. Servicer may fully or partially prohibit withdrawal by Merchant of funds from Merchant's deposit accounts maintained with Servicer or financial institutions other than Servicer, pending Servicer’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 Servicer. ▇▇▇▇▇▇▇▇ 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 Servicer’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 Servicer, its affiliated entities and/or any other cash advance funding source that partners with Servicer or its affiliated entities, without consent from any Card Brand. The Seller shall pay Notwithstanding the filing costs for foregoing, Servicer prohibits Merchant from selling or assigning future Transaction receivables to any financing statement or statements prepared pursuant to this Sectionthird party without Servicer’s prior written consent.

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 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. Although To secure the parties intend that prompt payment and performance to Lender of all Transactions hereunder be sales and purchases and not loansof the Obligations, 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 perfected first priority continuing security interest in the Purchased Mortgage LoansCollateral. Borrower is not authorized to sell, assign, transfer or otherwise convey any Collateral without Lender’s prior written consent, except for (a) the sale of finished inventory in Borrower’s usual course of business and (b) other Permitted Transfers. B▇▇▇▇▇▇▇ agrees to sign any instruments and documents requested by L▇▇▇▇▇ to evidence, perfect, or protect the interests of Lender in the Collateral. Borrower agrees to deliver to L▇▇▇▇▇ the originals of all instruments, chattel paper and documents evidencing or related to Receivables and Collateral upon L▇▇▇▇▇’s reasonable request. Borrower shall not grant or permit any lien or security in the Collateral or any interest therein other than Permitted Liens. Regardless of the terms of any Credit Card Services Agreement, Borrower agrees that any amounts Borrower owes Lender thereunder shall be deemed to be Obligations hereunder and that it is the intent of Borrower and Lender to have all such Obligations secured by a continuing security interest in all presently existing and hereafter acquired or arising Collateral. Upon termination of this Agreement, all Obligations with respect to Credit Card Services shall be secured by unencumbered cash in such amounts (to be not less than one hundred five percent (105%) of the amount of such Credit Card Services) and on terms reasonably acceptable to Lender, and, effective as of such termination date, the Recordsbalance in any deposit accounts held by Lender and the certificates of deposit issued by Lender in Borrower’s name (and any interest paid thereon or proceeds thereof, and all related servicing rightsincluding any amounts payable upon the maturity or liquidation of such certificates), the Program Agreements (shall automatically secure such obligations to the extent of the then outstanding Credit Card Services; and Borrower authorizes Lender to hold such Program Agreements balances in pledge and Seller's right thereunder relate to the Purchased Mortgage Loans), decline to honor any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to drafts thereon or any Mortgage Loan requests by Borrower 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 Person to payment (including payments pay or otherwise transfer any part 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, balances for so long 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 SectionCredit Card Services continue.

Security Interest. Although To secure the parties intend that payment and performance of all Transactions hereunder be sales of the Obligations when due, 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 each of the Borrower's duties under this Agreement and all documents executed in connection herewith, Borrower hereby grants, assigns and pledges grants to Buyer Silicon 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 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, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and General Intangibles, including, without limitation, all of Borrower's Intellectual Property, Deposit Accounts, and all money, and all property now or at any time in the future in Silicon's possession (including claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the foregoing (all of the foregoing, together with all other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence of a Default, Silicon may place a "hold" on any Deposit Account pledged as collateral. Borrower is not a party to, nor is bound by, any license or other agreement with respect to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and for Silicon to have a security interest in it that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement, whether now existing or hereafter created (collectively, entered into in 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 Sectionfuture.

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 (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 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. 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. 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 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. 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 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 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 all Transactions hereunder be sales and purchases and not loansBorrower, in the event any such Transactions are deemed for valuable consideration, receipt whereof is hereby acknowledged, 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 Bank a fully perfected first priority continuing security interest in the Purchased Mortgage Loansand to, and assigns to Bank, 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 following property of the Purchased Mortgage LoansBorrower, wherever 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: (a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now owned or hereafter acquired and held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Borrower’s business; (b) All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to any Accounts and all tax refunds of every kind and nature to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a writing), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to Borrower from any Person, whether now existing or hereafter created arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of Borrower in the merchandise or services which gave rise thereto, including the rights of reclamation and stoppage in transit, all rights to replevy goods, and all rights of an unpaid seller of merchandise or services (all hereinafter called the “Receivables”); (c) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all replacements and substitutions therefor or accessions thereto and all proceeds thereof (all hereinafter, collectively, called the “Equipment”); and (d) All proceeds and products of all of the foregoing in any form, including, without limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the temporary use of any of the foregoing (which, with Inventory, Receivables and Equipment are all hereinafter called “Collateral”). (e) Notwithstanding anything contained herein to the contrary, Bank shall not perfect its security interest in the Collateral except as provided herein. Upon the execution of this Agreement, however, the Bank shall hold a Uniform Commercial Code Financing Statement for each Borrower naming such Borrower as a debtor and the Bank as a secured party (together, the "Repurchase AssetsFinancing Statements") and a Patent Security Agreement in escrow. Upon the occurrence of an Event of Default(s) hereunder based upon the Borrower's failure to adhere to any of the financial covenants contained and calculated in accordance with Section 13 hereof in any two (2) consecutive quarters (a “Security Trigger Event”). Seller agrees , the Bank may file the Financing Statements in such jurisdictions deemed necessary by the Bank to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyerthe Bank's security interest created herebyand the Bank may file the Patent Security Agreement with the United States Patent and Trademark Office ("USPTO") in the Collateral without any additional consent or authorization from the Borrower. FurthermoreFor purposes of clarification the Bank's right to perfect its security interest in the Collateral is not predicated upon the occurrence of an Event of Default in the same financial covenant for two (2) consecutive quarters. The Bank's filing of the Financing Statements and the Patent Security Agreement shall in no event be deemed a waiver of any rights or remedies that the Bank has or may have against the Borrower at such time resulting from the occurrence of such Event(s) of Default and the Bank hereby reserves and preserves all of its rights and remedies against the Borrower under this Agreement, any related documents executed in connection with this Agreement and under applicable law. In the event that the Bank has filed Financing Statements, the Seller hereby authorizes the Buyer to Bank shall promptly file financing termination statements relating with respect to the Repurchase Assets without the signature filed Financing Statements and a release of the SellerPatent Security Agreement upon the Borrower's achieving a Debt Service Coverage Ratio in excess of 2.0:1.0 and a ratio of Total Debt divided by Tangible Net Worth on a consolidated basis is less than 1.0:1.0 as evidenced by the financial statements furnished to the Bank in accordance with Section 11 hereof and provided no Event of Default has occurred and is continuing at that time. For purposes of this covenant, as Debt Service Coverage Ratio means Adjusted EBITDA measured at quarter end based on the Buyerprevious 12 months financial performance divided by Fixed Charges measured at the same quarter end. The Bank, at its optionhowever, may deem appropriaterefile such Financing Statements and refile the Patent Security Agreement upon the occurrence of an Event(s) of Default based solely upon the financial covenants contained in Section 13 herein for two (2) consecutive fiscal quarters thereafter without any additional consent or authorization from the Borrower. Thereafter, the Bank will refile such Financing Statements and/or Termination Statements all in accordance with this Section 5(e). (f) Notwithstanding anything contained herein to the contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of Lien for each leased location of the Borrower and a Warehousemen's Letter for each location of the Borrower that any Inventory is stored upon the occurrence of an Event of Default hereunder based solely upon the breach of a financial covenant contained in Section 13 herein for any fiscal quarter of the Borrower. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of the earlier to occur of the Borrower's knowledge of such Event of Default or the Borrower's receipt of written notice by the Bank of such Event of Default. The Seller Borrower's failure to use all reasonable efforts to comply with this Section 5(f) shall pay the filing costs for any financing statement or statements prepared pursuant to this Sectionconstitute an Event of Default hereunder.

Security Interest. Although Borrower and each Guarantor hereunder (each a “Secured Guarantor” provided, however, that each reference to “Guarantor” in this Agreement shall include each “Secured Guarantor”) hereby grants to Lender, the parties intend that all Transactions hereunder be sales and purchases and not loanssecured party hereunder, 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 and to any and all Collateral as defined and described below to secure the Purchased Mortgage Loansprompt and complete payment and performance of all debts, the Recordsliabilities and obligations of Borrower to Lender hereunder, and also any and all related servicing rightsother debts, the Program Agreements (liabilities and obligations of Borrower to the extent such Program Agreements Lender of every kind and Seller's right thereunder relate description, direct or indirect, absolute or contingent, primary or secondary, due or to the Purchased Mortgage Loans)become due, any related Take-out Commitmentsnow existing or hereafter arising, 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 (Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, all interest, other fees and expenses under or related to the Loan (all of the preceding being the “Obligations”). The “Collateral” means all of Borrower’s, and all of each Secured Guarantor’s, assets and personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of B▇▇▇▇▇▇▇ and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation: (a) any other accounts) and all amounts owing to Borrower now or any interest in the Purchased Mortgage Loansfuture from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, the servicing (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (i) letter of the Purchased Mortgage Loanscredit rights, (j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and any supporting obligations, and (r) as-extracted collateral. The preceding terms used in defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the foregoing subsections (a) through (r), together with all books and records, customers lists, credit files, computer files, programs, printouts, and other computer materials and records related securitization proceedsthereto and any general intangibles (as defined in the UCC) and distributions with respect at any time evidencing or relating to any of the foregoing and foregoing. Lender disclaims 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 Sectionin household goods in which Lender is forbidden by applicable law from taking a security interest.

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 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 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. 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. 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 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 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 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. 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 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. 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. 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. On each Purchase Date, the applicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. LEGAL02/41216309v6 Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer Administrative Agent as security for the performance by Seller of its Sellers’ Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent a fully perfected first priority security interest in Sellers’ right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all related servicing rightsServicing Rights, the Program Agreements (to the extent such Program Agreements and each Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Out Commitments, Propertyany Property of any Seller (to the extent such Property relates to the Purchased Mortgage Loans), all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and Contracts, VA Loan Guarantee Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the 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"”). Each 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 each Seller hereby authorizes 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. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon a Seller’s payment of the Repurchase Price to Administrative Agent, (i) any security interest of Administrative Agent in the related Mortgage Loan and in any proceeds thereof shall be released by Administrative Agent on behalf of Buyers, and (ii) with respect to any eMortgage Loan, the Administrative Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Delegatee and Master Servicer Field or Subservicer Field, as applicable, status with respect thereto as may be directed by the applicable Seller or its designees. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interest in the related Mortgage Loan. Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Administrative Agent and Rocket Mortgage hereby agree that in order to further secure Rocket Mortgage’s Obligations hereunder, Rocket Mortgage hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Rocket Mortgage’s rights (but not its obligations) under the Servicing Facility Documents, including without limitation any rights to assets and rights to receive payments thereunder, but not LEGAL02/41216309v6 including rights (including rights to receive payments) in and under the collateral thereunder, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”). Rocket Mortgage shall deliver an irrevocable instruction to the buyers or administrative agent under the Servicing Facility Documents that upon receipt of notice of an Event of Default under this Agreement, the buyers or administrative agent thereunder is authorized and instructed to remit to Administrative Agent hereunder directly any amounts otherwise payable to Rocket Mortgage under the Servicing Facility Documents. In furtherance of the foregoing, such notice 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 buyers thereunder or other termination of the Servicing Facility Documents following repayment of all obligations thereunder, that, if an Event of Default shall then exist under this Agreement, or the Servicing Facility Documents, the buyers or administrative agent thereunder shall deliver to Administrative Agent hereunder any amounts otherwise payable to Rocket Mortgage under the Servicing Facility Documents. Notwithstanding any of the foregoing to the contrary, such grant of a security interest in Servicing Facility Rights shall terminate (i) when CSFBMC or its Affiliates do not constitute all of the “Buyers” (as defined in the Servicing Facility Agreement) or all of the Buyers under this Agreement, or (ii) when the outstanding aggregate “Repurchase Price” under such Servicing Facility Agreement has been paid in full and the Servicing Facility Agreement has been terminated. With respect to the Servicing Facility Rights, Section 4.05 of the Servicing Facility Agreement is deemed to apply and is incorporated by reference herein.

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 -27- LEGAL02/41080625v5 LEGAL02/41080625v8 its Obligations Obligations, Seller hereby pledges to Buyer, as agent for Buyer, and hereby grants, assigns and pledges to Buyer 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) 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 foregoing; (xvii) the Reserve Amount and the Reserve Account; and (xviii) 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 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")-28- LEGAL02/41080625v5 LEGAL02/41080625v8 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 Lessee hereby grants to Lessor, to secure the parties intend that payment and performance in full of all Transactions hereunder be sales and purchases and not loansof Lessee's obligations under the Lease, 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 Recordsall Equipment acquired or to be acquired pursuant to this Agreement in which Lessee may now or hereafter have rights, and all related servicing rightsparts, the Program Agreements (to the extent such Program Agreements accessories, accessions and Seller's right thereunder relate to the Purchased Mortgage Loans)attachments thereto, any related Take-out Commitmentsand all replacements, Property, all insurance policies substitutions 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 exchanges (including any interest trade-ins) for such goods, together with proceeds of Seller in escrow accounts) and any other contract rightsall of the foregoing, including goods, accounts, paymentschattel paper, documents, instruments, general intangibles, investment property, deposit accounts, letter of credit rights and supporting obligations (the "Collateral"). If the Equipment is to payment (including payments be subject to a Lease Schedule designated as a "True Lease Schedule," the foregoing grant of a security interest is made on a precautionary basis and shall not of itself be a factor in determining whether the Collateral secures an obligation or finance charges) general intangibles whether the Lease creates a security interest. Lessee hereby irrevocably authorizes Lessor to file and record UCC financing statements, amendments thereto and other assets relating lien recordation documents with respect to the Purchased Mortgage Loans (includingEquipment, 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 ratifies such authorization with respect to any UCC financing statements or amendments thereto prior to the date of the foregoing any Lease, 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 or reimburse Lessor for any financing statement filing, recording or statements prepared pursuant to this Section.stamp fees or taxes arising from any such filings. THIS AGREEMENT AND THE LEGAL RELATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF RHODE ISLAND, WITHOUT REGARD TO PRINCIPLES REGARDING THE CHOICE OF LAW, THE PARTIES HERETO CONSENT AND SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF RHODE ISLAND AND THE FEDERAL DISTRICT COURT FOR THE DISTRICT OF RHODE ISLAND FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER, AND EXPRESSLY WAIVES ANY OBJECTIONS THAT THEY MAY HAVE TO THE VENUE OF SUCH COURTS. THE PARTIES HERETO HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT. Dated as of: JANUARY 2, 2004 FLEET CAPITAL CORPORATION NEW JERSEY NATURAL GAS COMPANY

Security Interest. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by 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, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Income, Ancillary Income and Advance Reimbursements related servicing rightsto the Purchased Assets, Mortgage Files related to the Purchased Assets, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's right Sellers’ rights 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 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 Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection AgreementsAgreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other 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 any Seller or its Affiliates 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 CertificationCustodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Primary Repurchase Assets"”). (ii) In order to further secure the Obligations, each of POP and PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Records and all Servicing Rights related to the Underlying Repurchase Assets, Ancillary Income and Advance Reimbursements related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates, on the one hand, and Buyer or Buyer’s Affiliates, on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). Seller This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. POP acknowledges and agrees that its rights with respect to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's the Repurchase Assets (including without limitation its security interest created herebyin the Purchased Assets 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. FurthermorePOP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time that such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. In the event that any Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each 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 the 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 Seller Sellers 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 (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 Records, 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 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, hazard insurance and insurance, FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Incomeany Income relating to any Purchased Mortgage Loan, the Collection 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 forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the servicing of Sellers or their 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 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 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.

Security Interest. (a) Paragraph 6 of the Repurchase Agreement is hereby deleted in its entirety and replaced by the following: Although the parties Buyer and Seller intend that all Transactions hereunder be sales and purchases and not loans, in the event event, for any such Transactions are deemed to be loansreason, any Transaction is construed by any court as a secured loan rather than a purchase and sale, the parties intend that Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges shall have granted 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 of Seller's right thereunder relate to and title and interest in (including the right to convey title thereto) the following property, whether now existing or hereafter acquired: the Collateral, the Additional Purchased Mortgage Loans)Securities, Records, any related Take-out Commitmentssecurity accounts, 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, including the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, all rights to payment (including Income and the rights to enforce such payments arising from any of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans Securities and all proceeds thereof. (b) Seller will execute all filings necessary to give Buyer a first priority perfected security interest in the Purchased Securities, including but not limited to a first mortgage, deed of trust or similar security on the underlying fee simple or leasehold interests in real estate. Seller shall pay all fees and expenses associated with perfecting and maintaining such security interest including, without limitation, the cost of filing financing statements and continuation statements under the Uniform Commercial Code and the recording of any other accounts) assignment of Mortgage or any interest lease in the Purchased appropriate jurisdiction as and when required thereunder. Buyer shall not record any assignment of Mortgage Loans, until there shall have occurred an Event of Default hereunder. (c) In the servicing of event that Buyer elects to engage in repurchase transactions with the Purchased Mortgage LoansSecurities or otherwise elects to pledge or hypothecate the Purchased Securities, and any proceeds Seller shall, at the request of Buyer (including the related securitization proceedsi) 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 do and perform such acts as may be reasonably and things necessary to fully perfect enable the Custodian to do and perform such further acts and things and to execute and deliver to Buyer and its counterparty such additional documents, acknowledgments, powers and instruments as are required by Buyer in connection with such transaction and such counterparty, and (ii) provide Buyer's counterparty in such repurchase transaction with an opinion of counsel to the effect that such counterparty has a perfected first priority security interest created herebyin such Purchased Securities. Furthermore, the Buyer shall promptly reimburse Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the for 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 's out-of-pocket expenses incurred in connection with performance under this SectionSection 10(c).

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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets on a servicing released basis. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller 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, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the RecordsRecords related to any Purchased Asset, and all Servicing Rights related servicing rightsto the Purchased Assets, 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 CommitmentsMortgaged Property, Propertyany Takeout Commitments relating to any Purchased Asset, the Collection Account, 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 Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection AgreementsAgreements to the extent 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 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 Seller or its Affiliates on the servicing of one hand and Buyer or Buyer’s Affiliates on the Purchased Mortgage Loansother, and any proceeds (including the related securitization proceeds) and distributions with respect to of any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and CertificationCustodial Loan Transmission 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"”). Without limiting the generality of the foregoing and in the event that Seller agrees is deemed to executeretain 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)(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 appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 9.

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 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 Seller or its Affiliates on the servicing of one hand and Buyer or Buyer’s Affiliates on the other; 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 this 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. 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 t▇ ▇▇▇er 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, servicing records, purchase commitments, insurance and guarantees relating to the RecordsMortgage Loans, Mortgage Notes, Mortgages, income, any and all related hedges, any and all servicing rights, the Program Agreements (agreements and any and all collectio▇ ▇▇▇▇unts and escrow accounts relating to the extent such Program Agreements Mortgage Loans 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 cash or the related Mortgaged Property, including, but not limited to, any payments other property 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) 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 Certification, 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. 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, 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 right, title and interest of the Seller in and to the Purchased Mortgage LoansAssets, 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 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 Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, the related Asset Purchase 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 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 "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 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 Section. Buyer agrees to release such security interest with respect to any Repurchase Assets that are repurchased by Seller and shall execute and deliver such documents and perform such acts as may be reasonably necessary to effect such release. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute "general intangibles" (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (A) the Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, (B) the terms of the Mezzanine Loan Subsidiary Interests do not and will not provide that they are securities governed by the Uniform Commercial Code and (C) the Mezzanine Loan Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. If Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, become entitled to receive or shall receive any certificate evidencing any limited liability company interest or other equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary , whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer's agent, hold the same for and on behalf of the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property for and on behalf of the Buyer segregated from other funds of Seller, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Seller shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, however, that no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Agreement. Without the prior consent of the Buyer, Seller will not (i) vote to enable, or take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary , or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Agreement) or undertaking restricting the right or ability of Seller to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Seller agrees to pay, and to save the Buyer harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Mezzanine Loan Subsidiary Interests. b. Mezzanine Loan Subsidiary 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 its right, title and interest in and to the Mezzanine Loans, the Mezzanine Loan Junior Interests, the Records related to such Mezzanine Loans or Mezzanine Loan Junior Interests, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Mezzanine Loan Subsidiary's right thereunder relate to the Mezzanine Loans or the Mezzanine Loan Junior Interests), any Property relating to the Mezzanine Loans or the Mezzanine Loan Junior Interests, all insurance policies and insurance proceeds relating to any Mezzanine Loans, the Mezzanine Loan Junior Interests or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of the Mezzanine Loans or Mezzanine Loan Junior Interests 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 Mezzanine Loans or Mezzanine Loan Junior Interests (including, without limitation, any other accounts) or any interest in the Mezzanine Loans or the Mezzanine Loan Junior Interests, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Mezzanine Loan Assets"). Mezzanine Loan Subsidiary 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 Mezzanine Loan Subsidiary hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. The Mezzanine Loan Subsidiary shall pay the filing costs for any financing statement or statements prepared pursuant to this paragraph. Buyer agrees to release such security interest with respect to any Mezzanine Loans or Mezzanine Loan Junior Interests that are released with respect to a Purchase Price Decrease and shall execute and deliver such documents and perform such acts as may be reasonably necessary to effect such release.

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, inin each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other 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.

Security Interest. Section 8 of the Existing Master Repurchase Agreement is hereby amended by deleting subsection (a) in its entirety and replacing it with the following: (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 Recordsextent backed by any of the Purchased Mortgage Loans, the Records (including, without limitation, copies of all documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule), 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 Contracts, VA Loan Guarantee Guaranty Agreements and RD Loan Guaranty Agreements (if any), Income, the Collection AccountAccount and all amounts held therein, the Over/Under Account and all amounts held therein, Underlying Interest Rate Protection AgreementsAgreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts), all of Seller’s right (but not its obligations), title and interest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights (but not its obligations) against and in respect of the Underlying Repurchase Counterparty related to the Underlying Repurchase Transactions, 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 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"”). 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, each Seller hereby sells, assigns and conveys to Buyer all right, title and interest, including all of each Seller’s Servicing Rights, 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, 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.

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 the Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in its right, title and 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 each Seller's ’s right thereunder relate to the Purchased Mortgage Loans), any related 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, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any)Loan, Incomethe Settlement Account, the Collection Account, any Interest Rate Protection AgreementsAgreements 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, 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 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 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 Seller Sellers 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 prompt payment to Lender of the Obligations, Existing Borrowers hereby acknowledge, confirm and agree that all Transactions hereunder be sales Lender has and purchases and not loans, in the event any such Transactions are deemed shall continue 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 have a fully perfected first priority continuing security interest in and upon all of the Purchased Mortgage Loans, Collateral heretofore granted to Lender pursuant to the RecordsSecond Amended Loan Agreement, 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)not otherwise granted thereunder, 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 each Borrower (including, without limitation, any other accountsInternational) or any hereby assigns, pledges and grants to Lender a continuing security interest in the Purchased Mortgage Loans, the servicing and to 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 instancesits Collateral, 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 each Borrower's ledger sheets, files, records, books of account, business papers and documents relating to executeits Collateral shall, deliver and/or until delivered to or removed by Lender, be kept by such 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 any Borrower shall be deemed to include the foregoing grant, whether or not the same appears therein. (b) Lender may file such documents one or more financing statements, continuation statements and perform such acts as may be reasonably necessary to fully perfect Buyeramendments thereto disclosing Lender's security interest created herebyin the Collateral and describing the Collateral as all assets of the applicable Person(s) or words of similar effect and which contain any other information required by Part 5 of UCC Article 9 for the sufficiency or filing acceptance of any financing statements, continuations statements or amendments, each without any Borrower's signature appearing thereon or Lender may sign on Borrower's behalf as provided in Section 14 hereof. FurthermoreUpon a Borrower's request, Lender shall provide such Borrower with copies of any and all financing statements and modifications filed by Lender. The parties agree that a carbon, photographic or other reproduction of this Agreement shall be sufficient as a financing statement. If any Receivable becomes evidenced by a promissory note or any other instrument for the Seller payment of money, Borrowers will immediately deliver such instrument to Lender appropriately endorsed or assigned. (c) Each Borrower hereby authorizes confirms and ratifies the Buyer Lender's authorization to file all UCC financing statements relating filed by Lender with respect to such Borrower on or prior 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 SectionClosing Date.

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, the Records, and all Servicing Rights related servicing rightsto the Purchased Assets (to the extent of Seller’s rights therein), all ▇▇▇▇▇▇ ▇▇▇ Securities related to Pooled Loans that are Purchased Assets, all Take-out Commitments with respect to ▇▇▇▇▇▇ Mae Securities, 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 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), Incomeany Income relating to any Purchased Asset, the Collection Account, Interest Rate Protection the Servicer Accounts, the Securities Account, the Payment 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 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 Assets and the Mortgage Loans, 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, 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, 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 parties intend that all Transactions hereunder be sales and purchases and not loansloans (provided, however, that the parties intend to treat the Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in 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 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, hazard insurance and insurance, FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Incomeany Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (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, the servicing of the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions 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 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. (1) On the applicable Purchase Date on or prior to the date hereof, Sellers sold, assigned, and conveyed all right, title and interest in REO Subsidiary Interests and all Purchased Assets identified on a Transaction Request and/or Trust Receipt, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets. On each subsequent Purchase Date, Sellers hereby sell, assign and convey all right, title and interest in all Purchased Assets identified on a Transaction Request and/or Trust Receipt and the related Repurchase Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related 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, each 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 LoansAssets, including, without limitation, the Recordsbeneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans and Contributed 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 related servicing rightsServicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller's ’s right thereunder relate to the Purchased Mortgage LoansLoans or Contributed Assets), all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, Propertythe Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Purchased Mortgage Loans or Contributed Assets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Loans or Contributed 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 Guaranty Agreements (if any), Income, the Collection Account, Underlying Interest Rate Protection AgreementsAgreements to the extent of the Purchased Assets protected thereby, accounts (including any interest of each Seller in escrow accounts) related to the Purchased Assets, all of each Seller’s right, title and interest in, to and under the Underlying Repurchase Transactions and all of each Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), dividends, general intangibles and other assets relating to the Purchased Mortgage Loans or Contributed Assets, (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage LoansLoans or 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 and/or Trust Receipt and CertificationReceipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Seller Repurchase Assets"”). Seller agrees . (2) In order to executefurther secure the Obligations hereunder, deliver and/or file such documents PMC hereby grants, assigns and perform such acts as may be reasonably necessary pledges to Buyer a fully perfect Buyer's perfected first priority security interest created hereby. Furthermorein all of PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Repurchase Assets (as such term is defined in the Underlying Repurchase Documents), any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Underlying Repurchase Assets, the Seller hereby authorizes the Buyer to file financing statements 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 related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, any Property relating to the Underlying Repurchase Assets, 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, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Underlying Repurchase Assets protected thereby, accounts (including any interest of PMC in escrow accounts) related to the Underlying Repurchase Assets, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the signature Underlying Repurchase 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/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). (3) In order to further secure the Obligations hereunder, REO Subsidiary 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 related Servicing Rights, Property Management Rights, the Security Deposits, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Assets), all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, any related Take-out Commitments, the Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts deposited therein, the obligations of each Seller to deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Subsidiary Owned Assets, 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, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Subsidiary Owned Assets protected thereby, accounts (including any interest of REO Subsidiary in escrow accounts) related to the Subsidiary Owned Assets, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and 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 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, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Buyer“Subsidiary Repurchase Assets”, at its optiontogether with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section“Repurchase Assets”).

Security Interest. Although Tenant grants and, from time to time during the parties intend that all Transactions hereunder be sales and purchases and not loansterm upon request by Landlord, will grant to Landlord security interests in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security Collateral (hereinafter defined) for the purpose of securing payment of all indebtedness, obligations and liabilities of Tenant to Landlord, under this Lease or any document or instrument relating to this Lease and performance of all agreements, covenants, terms and conditions contained in this Lease or any document or instrument relating to this Lease, including without limitation, payment of Rent. Tenant hereby consents to the filing of such financing statements as Landlord may require in order to perfect such security interests. "Collateral" means all personal property, trade fixtures, equipment, furniture and furnishings which are now or may hereafter be located in the Premises and all proceeds from the sale, transfer or pledge of any of the foregoing. The inclusion in Collateral of any property which may now be, or hereafter become, affixed or in any manner attached to the Premises shall be without prejudice to any claim at any time made by Seller Landlord that such Collateral is, or has become, a part of its Obligations the Real Property, or an accession to the Real Property. Tenant represents and hereby grants, assigns warrants that as of the date of this Lease there are no security interests in the Collateral and pledges that the security interest granted to Buyer a fully perfected first priority Landlord will be prior to any other security interest in the Purchased Mortgage Loans, Collateral. Tenant agrees that it will: (a) keep the Records, Collateral insured and all related servicing rights, the Program Agreements in good repair; (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), b) not grant 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 additional security interests in the Purchased Mortgage LoansCollateral; (c) not sell, lease or transfer the servicing Collateral or move the Collateral to another location, except that Tenant may sell Collateral at the end of its useful life; and (d) notify Landlord of any change of name or form of business organization of Tenant. Tenant represents and warrants that it is the owner of all of the Purchased Mortgage Loans, and any proceeds (including Collateral or will be the related securitization proceeds) and distributions with respect to any of owner when the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, Collateral is 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 SectionPremises.

Security Interest. Although the parties intend that all Transactions hereunder be sales To secure payment of Merchant’s obligations under this Agreement, Merchant grants to Bank 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 ISO 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, including 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 Bank or ISO 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 or ISO 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 Wyoming Uniform Commercial Code, or in equity. Seller agrees In addition to executethe collateral pledged above, deliver and/or file Bank or ISO may require Merchant to furnish such other and different security as Bank and ISO 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 (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. 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; (xxii) all Purchased Assets (as defined in the Bond Repurchase Agreement) or other collateral pledged under the Bond Repurchase Agreement; and (xxiii) all products and proceeds related securitization proceeds) to the Purchased Mortgage Loans 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 Assets, 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”). 37 USActive 53515649.19 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, ▇▇▇▇▇▇ 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 Section.Agreement. 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

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 Seller hereby authorizes Servicing Agreement, the Buyer Custody Agreement and any other Facility Document to file which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements relating to filed by the Repurchase Assets without Borrower against Seller under or in connection with the signature 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 Sellerforegoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, as including all proceeds of the Buyerconversion 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 its optionany time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, may deem appropriate. The Seller shall pay 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 filing costs for any financing statement Borrower, whether tangible or statements prepared pursuant to this Section.intangible; and

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) 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 the parties Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for 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 Administrative Agent, as agent and representative of Buyers, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, Assets in which Seller has rights or power to transfer rights and all related servicing rightsof the Mortgage Assets in which Seller later acquires ownership, 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 other rights or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA power to transfer rights. “Mortgage Insurance Contracts and VA Loan Guarantee Agreements Assets” means (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accountsi) 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 with respect to all Transactions outstanding from time to time hereunder (including, without limitation, any other accountsall Servicing Rights with respect thereto), (ii) all Credit Files, Servicing Records, Loan Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note or any interest eMortgage Note (as the case may be) and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case to the extent related to such Purchased Mortgage Loans, the servicing (iii) all Liens securing repayment of the such Purchased Mortgage Loans, and any proceeds (including the related securitization proceedsiv) and distributions all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder specifically relate to such Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent specifically relating to such Purchased Mortgage Loans, (viii) 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 (ix) all proceeds of the foregoing including, without limitation, to the extent that they are proceeds of the foregoing, all MBS, and any other propertythe right to have and receive such MBS when issued, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certificationthat are, in all instanceswhole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full cash Repurchase Price has not been received by Administrative Agent, irrespective of whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets")such related Purchased Mortgage Loans have been released from this security interest. Seller agrees hereby authorizes Administrative Agent to execute, deliver and/or file such documents financing statements and perform amendments relating to the Mortgage Assets as Administrative Agent may deem appropriate. Seller shall pay all fees and expenses associated with perfecting such acts Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages and registering each related eNote on the MERS® eRegistry and initiating transfers, loan data updates and other actions on the MERS® eRegistry, in each case as may and when required by Administrative Agent in its good faith discretion. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon Seller’s payment of the Repurchase Price to Administrative Agent (for Buyers’ accounts), any security interest of Buyers in the related Purchased Mortgage Loan and the related Mortgage Assets shall be released. Upon Seller’s request, Administrative Agent shall take such actions as shall be reasonably necessary to fully perfect Buyer's evidence such termination of a security interest created hereby. Furthermore, in such Purchased Mortgage Loan and the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase related Mortgage 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 Sectionsuch MBS.

Security Interest. Although 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. Without prejudice to the intention of 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 hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in and to all of Seller’s right, title, and interest existing from time to time in the Purchased Mortgage LoansAssets, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, related servicing rightsto the Purchased Assets, 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), the Servicer Account, any Property relating to any Purchased Asset or the related Take-out CommitmentsMortgaged Property, Propertyany Takeout 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, 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 Contracts, USDA Loan Guaranty Agreements 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 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 Seller 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 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 acknowledges that it has no rights to executeservice the Purchased Asset but only has rights as a party to the related Servicing Agreement (if any). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, 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 this Repurchase 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 appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

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 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 related servicing rights, the Program Agreements (to the extent such Program Agreements and any 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 Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets 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 "“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 each 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 Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. b. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute “general intangibles” (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (a) the Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, (b) the terms of the Mezzanine Loan Subsidiary Interests do not and will not provide that they are securities governed by the Uniform Commercial Code and (c) the Mezzanine Loan Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. If any Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, becomes entitled to receive or shall receive any certificate evidencing any limited liability company interest or other equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary , whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, such Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by such Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Sellers, Sellers shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Sellers, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Sellers shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, however, that no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, Sellers will not (i) vote to enable, or take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Sellers to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Sellers agree to pay, and to save the Buyer harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Mezzanine Loan Subsidiary Interests. c. The Buyer, Sellers and Mezzanine Loan Subsidiary each hereby agrees that in order to further secure each Seller’s Obligations hereunder, each Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans, the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of Mezzanine Loans in 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 Mezzanine Loans (including, without limitation, any other accounts) or any interest in the Mezzanine Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall be deemed to be part of the Repurchase Assets. 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, each Seller hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) of the Bankruptcy Code. d. The parties acknowledge and agree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to and subordinate to Buyer’s security interest.

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 LEGAL02/43731153v4 their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in in: (1) the Purchased Mortgage Loans, ; (2) the Records, and all Records related servicing rights, to the Purchased Mortgage Loans; (3) the Program Agreements Documents (to the extent such Program Agreements Documents and such Seller's ’s right thereunder relate to the Purchased Mortgage Loans); (4) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (5) any Takeout Commitments relating to any Purchased Mortgage Loans; (6) any Closing Protection Letter, escrow letter or settlement agreement relating to any related Take-out Commitments, Property, Purchased Mortgage Loan; (7) any Servicing Rights relating to any Purchased Mortgage Loan; (8) 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 ; (9) any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Loan; (10) the Custodial Account; (11) the Warehouse Accounts; (12) the Operating Account; (13) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; (if any), Income, the Collection Account, Interest Rate Protection Agreements14) 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; (15) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans; (16) 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 (17) 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.38 LEGAL02/43731153v4

Security Interest. Although the parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the payment and performance by Seller of its Obligations obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness hereunder and under 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, Loan Files, 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 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 Takeout Commitments and all related servicing rights, the Program Takeout Agreements (to the extent such Program Agreements and Seller's right ’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, (vii) 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 Hedging Arrangements relating to the Purchased Mortgage Loans and (viii) all proceeds of the foregoing. Seller hereby authorizes Buyer to file such financing statements 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 upon the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including, without limitation, any other accounts) or any interest in the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loans, the servicing Loan with MERS and recording assignments of the Purchased Mortgage Loans, Mortgages as 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, when required by Buyer 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 Sectionsole discretion.

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 payment or performance, as the case may be, in full of its Obligations and the Notes Obligations, each Grantor hereby grants, assigns and pledges to Buyer the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a fully perfected first priority security interest in, all right, title and interest in, to or under any and all of the Article 9 Collateral now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the Purchased Mortgage Loansfuture may acquire any right, title or interest, other than any portion thereof constituting the Records, Excluded Capital Stock. (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and all related servicing rights, the Program Agreements (from time to the extent such Program Agreements and Seller's right thereunder relate time to the Purchased Mortgage Loans), file in any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to relevant jurisdiction 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 initial financing statements (including any interest of Seller in escrow accountsfixture filings) 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 the Article 9 Collateral in which a security interest is created by such Grantor hereunder or any part thereof and amendments thereto that (i) identify the applicable Collateral (including by indicating the Collateral to be “all assets” of such Grantor or words of similar effect as being of an equal or lesser scope or with greater detail) and (ii) contain the information required by Article 9 of the foregoing Uniform Commercial Code or other applicable law of each applicable jurisdiction for the filing of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any other propertyorganizational identification number issued to such Grantor and (B) in the case of a financing statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the like to be extracted or timber to be cut, 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, sufficient description of the "Repurchase Assets")real property to which such Article 9 Collateral relates. Seller Each Grantor agrees to execute, deliver and/or provide such information to the Collateral Agent promptly upon request. Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermoreor advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets Security Interest granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the SellerGrantors as debtors and the Collateral Agent as secured party. Notwithstanding anything to the contrary contained herein, as the BuyerCollateral Agent shall have no responsibility for the preparing, at its optionrecording, may deem appropriate. The Seller shall pay the filing, re-recording or re-filing costs for of any financing statement, continuation statement or statements prepared pursuant other instrument in any public office. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to this Section.or arising out of the Article 9

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 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"): (i) all participation interests in FFELP Loans; (ii) 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; (iii) 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; (iv) 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; (v) 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 (vi) all proceeds of the foregoing (including, but not by way of limitation, 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 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, and take all further action that Participant may deem appropriate. The Seller shall pay reasonably request in order to perfect, protect or more fully evidence Participant'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. 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 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 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 related servicing rights, 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 USActive 5512618.10 -26- 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 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 Notwithstanding the foregoing, Repurchase Assets shall not include any Servicing Rights, none of which shall be subject to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's any security interest created herebyhereunder. Furthermore, the Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the applicable 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.

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 ’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 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 ’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 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 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 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, hazard insurance and insurance, FHA Mortgage Insurance Contracts and VA Loan Guarantee Guaranty Agreements (if any), Incomeany Income relating to any Purchased Mortgage Loan, 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 forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the 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 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 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, 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; (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 The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign 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 grant 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 Security Trustee, for its benefit and Seller's right thereunder relate the benefit of the Secured Parties, subject to the Purchased Mortgage Loans), no prior interests of 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 Person whatsoever except for a lessee 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 Lease 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, in all instancesof such Grantor’s right, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. 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 title and interest in and to the following collateral, whether now owned or hereafter acquired, now existing or hereafter created or acquired (collectively, the "Repurchase Assets"). Seller agrees “Mortgage Collateral”) attaching on the date of this Agreement: (a) the Asset; (b) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to execute, deliver and/or file such documents and perform such acts as time no longer be installed on the Asset [or on any component Engine thereof] or may be reasonably necessary 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 fully perfect Buyer's security interest created hereby. Furthermorethe Asset and all the Grantor’s right, the Seller hereby authorizes the Buyer to file financing statements title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Repurchase Assets without Asset or any Assigned Lease, any lease assignments, novations or assumption agreements, relating to the signature Asset or any Assigned Lease, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset or any Assigned Lease, any guaranties, letters of credit or other credit support or collateral security relating to the Asset or any Assigned Lease, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the SellerAsset (collectively, 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.“Asset Related Documents”);

Security Interest. (i) On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Assets, Participation Certificates, Agency Securities and under each Take-out Commitment, including without limitation its right and entitlement to receive the entire Take-out Price specified in each Take-out Commitment from a Take-out Investor. 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 Assets, the Records, all Servicing Rights related to the Purchased Assets and Transaction Mortgage Loans, the Records, and all related servicing rights, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller's ’s right thereunder relate to the Purchased Mortgage LoansAssets), any Property relating to any Purchased Asset or the related Take-out CommitmentsMortgaged Property, Propertyand rights to reimbursement thereof related to the Purchased Assets, all Agency Securities related to Pooled Loans that are Purchased Assets or right to receive such Agency Security when issued to the extent backed by any of the Transaction Mortgage Loans, all rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, 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 all rights of Seller to receive from any third party or to take delivery of any of the foregoing, any and VA Loan Guarantee Agreements (if any)all replacements, Incomesubstitutions, distributions on or proceeds of any or all of the foregoing, any Income relating to any Purchased Asset, the Collection Securities Account, Interest Rate Protection Agreementsthe Payment Account and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights), accountsinstruments, 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 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 represented by a Transaction Request and/or Trust Receipt and CertificationParticipation Certificate 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"”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (ii) Seller agrees acknowledges that in the event that Seller is deemed to executeretain 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, 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)(A)(xi) of the Bankruptcy Code. (iii) 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, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, 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, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Ancillary Income and Advance Reimbursements related servicing rightsto the Purchased Assets, 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 CommitmentsMortgaged Property, Propertyany Takeout 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, 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 Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection AgreementsAgreements to the extent 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 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 Seller or its Affiliates 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 CertificationCustodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "“Repurchase Assets"”). In the event that Seller agrees is deemed to executeretain 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 Repurchase 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 appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this SectionSection 8.

Security Interest. Section 8 of the Existing Master Repurchase Agreement is hereby amended by deleting clause (a) in its entirety and replacing it with the following (modified text underlined for review purposes): 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 Recordsextent backed by any of the Purchased Mortgage Loans, the Records (including, without limitation, copies of all documentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule), 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"”). 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 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 writtenconsent.

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 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 of any and all Indebtedness and the performance of all obligations and covenants of Borrower to Bank and its affiliates, whether hereunder and under the other Loan Documents or otherwise, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Seller Borrower to Bank or any of Bank's affiliates, Borrower hereby grants to Bank (for itself and its Obligations and hereby grants, assigns and pledges to Buyer affiliates) 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 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) Upon an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, 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 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 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. (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. a. 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 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 the Seller’s right, title and interest in and to the Purchased Mortgage LoansAssets, the Records, and all related servicing 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, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Securities Account, the Interest Rate Protection Agreements, the Loan Security Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) ), general intangibles and other assets relating to the Purchased 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 Confirmation 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 ’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without Assets, as the signature Buyer may reasonably deem appropriate. The Seller shall pay the reasonable filing costs for any financing statement or statements prepared pursuant to this Section. b. The parties acknowledge and agree that (i) by reason of Section 8-103(a) of the Uniform Commercial Code, the Mezzanine Loan Subsidiary Interests constitute “securities” within the meaning of Section 8-102(a)(15) of the Uniform Commercial Code, and (ii) by reason of the applicable provisions of the Mezzanine Loan Subsidiary Corporate Agreement, each of such “securities” constitutes a “certificated security” within the meaning of Section 8-102(a)(4) of the Uniform Commercial Code. In order to perfect Buyer’s security interest in the Mezzanine Loan Subsidiary Interests pursuant to Section 8-106(b)(1) of the Uniform Commercial Code, Seller shall deliver to Buyer in the State of New York all security certificates evidencing and/or representing the Mezzanine Loan Subsidiary Interests, together with an undated transfer power covering each such security certificate duly indorsed in blank, to be held by Buyer subject to the terms hereof as security for the Obligations (in the event any Transaction is deemed to be a loan). If Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, become entitled to receive or shall receive any certificate evidencing any equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary, whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations (in the event that any Transaction is deemed to be a loan). Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations (in the event that any Transaction is deemed to be a loan). If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Seller, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Seller shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and Preferred Equity Investments and to exercise all voting and stockholder rights with respect to the Mezzanine Loan Subsidiary Interests and Preferred Equity Investments, as applicable; provided, however, that no vote shall be cast or stockholder right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or Preferred Equity Investments, as applicable or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, Seller will not (i) vote to enable, or take any other action to permit, Mezzanine Loan Subsidiary to issue any capital stock of any nature or to issue any other interests convertible into or granting the right to purchase or exchange for any capital stock of Mezzanine Loan Subsidiary, or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or Preferred Equity Investments or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, Preferred Equity Investments, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Mezzanine Loan Subsidiary Corporate Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Seller to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests or Preferred Equity Investments. c. The Buyer, Seller and Mezzanine Loan Subsidiary each hereby agrees that in order to further secure Seller’s Obligations hereunder, the Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans, the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of Mezzanine Loans in 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 Mezzanine Loans (including, without limitation, any other accounts) or any interest in the Mezzanine Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall be deemed to be part of the Repurchase Assets. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, Seller hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Sectionparagraph. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) of the Bankruptcy Code. d. The parties acknowledge and agree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to and subordinate to Buyer’s security interest.

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 ; any Income relating to any Purchased Asset; the Custodial Account; the Warehouse Accounts; the Operating Account; the benefits allocable from any Hedge Agreements relating to any Purchased Asset; and 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 and to the extent that the foregoing relates to any Purchased Asset; any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets; and accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the servicing Purchased Assets; 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 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 ’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Takeout Commitments, Property, all insurance policies and insurance proceeds relating to any 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 FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements Certificates (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 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"”). 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 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 sales and purchases and not loansowing by Borrower to Collateral Agent or Banks, 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 Collateral Agent and hereby grants, assigns and pledges to Buyer gives Collateral Agent 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 and wherever located. Notwithstanding the foregoing grant of a Lien, now existing (i) no Account, Instrument, Chattel Paper or hereafter created other obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person or (collectivelyii) any lease in which the lessee is a Sanctioned Person shall be Collateral. (b) Except as herein or by applicable law otherwise expressly provided, Collateral Agent 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 "Repurchase Assets"). Seller Collateral or to preserve any rights therein against prior parties, and Borrower agrees to execute, deliver and/or file take such documents steps. In any case Collateral Agent 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 Collateral Agent to take and Collateral Agent’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 Collateral Agent 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 Collateral Agent’s options, powers or rights under this Agreement or otherwise arising. (c) While a Default or Event of Default exists, Collateral Agent may, with or without notice to Borrower, (i) transfer into the Seller hereby authorizes name of Collateral Agent or the Buyer to file financing statements relating to the Repurchase Assets without the signature name of Collateral Agent’s nominee any of the SellerCollateral, as (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to Collateral Agent 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 On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the parties intend that all Transactions hereunder be sales and purchases and not loansrelated Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, and in any such Transactions are deemed to be loansevent, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns conveys and pledges assigns, as applicable, to Buyer Buyer, a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing of Seller’s rights, the Program Agreements (title and interest in and to the extent such Program Agreements following property, whether now existing or hereafter created or acquired: (i) each Purchased Asset which is the subject of a Transaction hereunder and Seller's right thereunder relate to each Pledged Asset which is pledged in connection with a Transaction hereunder, including without limitation the Purchased Mortgage Loans)REO Subsidiary Interests and the Participation Interests, any related Take-out Commitments, Property, (ii) 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 beneficial interest of Seller in escrow accountsany Underlying Mortgage Loans and Underlying REO Property identified on a Confirmation and in any Underlying REO Properties identified in a notice in accordance with Section 4(d)(ii), in each case delivered by Seller to Buyer from time to time, (iii) and any other contract rights, accounts, payments, rights to payment (including payments of interest collateral pledged or finance charges) general intangibles and other assets relating to the Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property, together with all files, material documents, instruments, surveys (includingif available), without limitationcertificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iv) Servicing Advances and rights to reimbursement thereof, (v) the Servicing Records, any other accounts) or any interest in applicable servicing agreement and the related Servicing Rights related to the Purchased Assets, Underlying Mortgage Loans, the servicing Underlying REO Properties and Pledged Assets, (vi) all rights of Seller 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, Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Asset File or Servicing File related to the Purchased Assets, Underlying Mortgage Loans, and any proceeds Underlying REO Properties or Pledged Assets, (including the related securitization proceedsvii) 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.the

Security Interest. On each Purchase Date, 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 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, ; (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 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 Commitments, Property, Purchased Mortgage Loan; (vii) any Servicing Rights 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 or hazard insurance, hazard insurance and FHA ; (ix) any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guarantee Loan; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; (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, 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. Although the parties Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for 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, Loan Files, 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 Takeout Commitments and all related servicing rights, the Program Takeout Agreements (to the extent such Program Agreements and Seller's right ’s 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 relating to the Purchased Mortgage Loans Loans, (viii) 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 (ix) 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 hereby authorizes the 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 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. The Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing costs for any financing statement statements and 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 sole discretion. The Parties intend that this Section 6(a) is “a security agreement or statements prepared pursuant arrangement or other credit enhancement”, as defined and described in Sections 101(47)(A)(v) and 741(7)(A)(ix) of the Bankruptcy Code, related to the repurchase agreement and securities contract established and evidenced by this SectionAgreement and the Transactions hereunder.

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, each Seller hereby pledges 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 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, 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)and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, Agreements (which interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein) accounts (including any interest of 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 (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 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 appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section."

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.