Common use of Security Interest Clause in Contracts

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Lockbox Account and 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement and or any other Facility Document, including the other Loan Documentspayment when due of all Borrower Obligations, the Borrower hereby grants to Lender the Administrative Agent, for the benefit of the Secured Parties, a first-priority perfected security interest in all of the Lockbox Account Borrower’s right, title and Cash Management Accountinterest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any Collections and all amounts invested monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in Permitted Investmentspayment 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 Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all “proceeds” remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (as defined vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the UCC as foregoing and all payments on or under of every kind and nature whatsoever in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) respect of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any including all proceeds of the foregoing conversion thereof, voluntary or permit 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 Lien to attach thereto and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or any levy to be made thereon part of or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain are included in the security interest created by this Section 10.3(aproceeds of the foregoing; (vii) as a first priority perfected security interest 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 will defend all other property and interests in property of the rightBorrower, title whether tangible or intangible; and (viii) all income and interest proceeds of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever.foregoing (b) The Borrower hereby authorizes Lender to file any the filing of 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 documentsstatements, and take continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all further actionof debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be necessary or desirable, or that Lender may reasonably request, broader 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) During scope than the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions collateral described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 2.

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

Security Interest. (a) To secure the full and punctual prompt payment of the Debt and performance of the Guaranteed Obligations, the Seller Guaranty and all obligations other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of Borrower the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Seller, whether now or hereafter owned, existing under this Agreement or arising and wherever located, including the other Loan Documentsfollowing (collectively, Borrower hereby grants the “Seller Collateral”): (i) all Unsold Receivables, (ii) all Related Security with respect to Lender a firstsuch Unsold Receivables, (iii) all Collections with respect to such Unsold Receivables, (iv) the Lock-priority perfected security interest in the Lockbox Account Boxes and Cash Management AccountCollection Accounts and all amounts on deposit therein, and all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the Sale Agreement; (vi) all other personal and fixture property or assets of the Seller of every kind and nature including, without limitation, all goods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, chattel paper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all amounts invested in Permitted Investmentsother investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all “proceeds” general intangibles (including all payment intangibles) (each as defined in the UCC as in effect in the state in which the Lockbox Account UCC) and Cash Management Account are located (vii) all proceeds of, and all amounts received or maintained) of receivable under any or all of of, the foregoing. Furthermore, Borrower shall not, without obtaining The Administrative Agent (for the prior written consent of Lender, further pledge, assign or grant any security interest in any benefit 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 Secured Parties) shall have, with respect thereto. Borrower will maintain to all the security interest created by this Section 10.3(a) as a first priority perfected security interest Seller Collateral, and will defend in addition to all the right, title other rights and interest of Lender in and remedies available to the Lockbox Account Administrative Agent (for the benefit of the Secured Parties), all the rights and Cash Management Account against remedies of a secured party under any applicable UCC. The Seller hereby authorizes the claims and demands Administrative Agent to file financing statements describing the collateral covered thereby as “all of all Persons whomsoeverthe debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain Immediately upon the validity, perfection and priority occurrence of the security interest granted herein in connection with Final Payout Date, the Lockbox Account and Cash Management Account. Borrower agrees that at any time and Seller Collateral shall be automatically released from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documentslien created hereby, and take this Agreement and all further actionobligations (other than those expressly stated to survive such termination) of the Administrative Agent, that may be necessary the Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or desirable, or that Lender may reasonably request, in order to perfect and protect performance of any security interest granted or purported to be granted hereby (including, without limitation, act by any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 all rights to the Lockbox Account and Cash Management Account. Without limitation of Seller Collateral shall revert to the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable lawSeller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereoftermination, each and at the expense of the remedial actions described in Seller, the immediately preceding sentence Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 3.09 shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account in addition to, and shall not in any event be deemed construed to constitute a setoff limit or a foreclosure modify, the sale of a statutory banker's lien. Nothing in this Agreement shall obligate Lender Sold Assets pursuant to apply all Section 2.01(b) or any portion the Seller’s grant of the Lockbox Account or Cash Management Account security interest pursuant 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 5.05.

Security Interest. The Assignment constitutes either (ax) To secure a valid transfer and assignment to the full Trustee of all right, title and punctual payment interest of the Debt Transferor in and performance to the Receivables created in the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing and all obligations of Borrower now such property will be held by the Trust free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or hereafter existing under this any Series Account, as provided in the Pooling and Servicing Agreement and the other Loan Documents, Borrower hereby grants to Lender any related Supplement or (y) a first-priority perfected grant of a security interest in the Lockbox Account and Cash Management Account, all 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 “proceeds” (as defined in the UCC as in effect in the state applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Lockbox Account Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and Cash Management Account are located or maintainedall proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated pursuant to the Assignment, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or permit any Lien to attach thereto or any levy become due with respect to be made thereon or any UCC Financing Statements to be filed such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto. Borrower will maintain , all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the security interest created by this Section 10.3(aUCC as in effect in the applicable jurisdiction) as of any of the foregoing, upon such creation, the Trust shall have a first priority perfected security interest and will defend the right, title and interest of Lender in and such property (subject to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (bSection 9-315(c) 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 UCC as in connection with effect in the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to timeapplicable jurisdiction), 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 Investmentsexcept for Liens permitted under subsection 2.05(b) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account Pooling and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in 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 Servicing Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing the Obligations when due, and the performance of each of the Borrower's duties under this Agreement and the other Loan Documentsall documents executed in connection herewith, Borrower hereby grants to Lender Silicon a first-priority perfected continuing security interest in all of Borrower's interest in the Lockbox Account and Cash Management Accountfollowing, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited whether now owned or held therein, any and all amounts invested in Permitted Investmentshereafter acquired, and all “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. Furthermorewherever located: All Inventory, Borrower shall notEquipment, without obtaining the prior written consent of LenderPayment Intangibles, further pledgeLetter-of-Credit Rights, 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 rightSupporting Obligations, title and interest of Lender in and to the Lockbox Account and 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 documentsAccounts, and take all further actionGeneral Intangibles, 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, all of Borrower's Intellectual Property, Deposit Accounts, and all money, and all property now or at any security interest 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 Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. of the foregoing (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during together with all other property in which Silicon may now or in the continuance 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 an Event of a Default, Lender Silicon may use the Lockbox place a "hold" on any Deposit Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but pledged as collateral. Borrower is not limited a party to, principal prepayments and the prepayment premium applicable to such full nor is bound by, any license or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party agreement with respect to which the Lockbox Account and Cash Management Account and 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 in enter into, or become bound by, any event 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 constitute have a setoff security interest in it that might otherwise be restricted or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all prohibited by law or any portion of by the Lockbox Account or Cash Management Account to effect a cure terms of any Event of Defaultsuch license or agreement, whether now existing or to pay entered into in 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgagefuture.

Security Interest. (a) To secure On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the full 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 punctual payment Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by Seller of the Debt its Obligations, Seller hereby pledges to Buyer and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Seller’s right, title title, and interest of Lender in, to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever.Purchased Mortgage Loans; (biii) Borrower authorizes Lender all Servicing Rights related to file the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any 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 Property relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder.the related Mortgaged Property; (cvi) During 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 continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments 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, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the prepayment premium applicable extent that any of the foregoing relates to such full or partial prepayment any Purchased Mortgage Loan, (as applicable); (Bxiv) reimbursement of Lender for all losses, fees, costs and expenses any other assets relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other deposit accounts) suffered or incurred by Lender any interest in the Purchased Mortgage Loans; (xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a result of such Event of Default; repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other; (Cxvi) payment of any amount expended in exercising any and all replacements or all rights substitutions for, proceeds (including the related securitization proceeds) of, and remedies available distributions on or with respect to Lender at law or in equity or under this Agreement or under any of the other Loan Documentsforegoing; and (D) payment of any item as required or permitted under this Agreement; or (Exvii) any other purpose permitted by applicable law; providedproperty, howeverrights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that any such application of funds shall not cure or be deemed it has no rights to cure any Event of Defaultservice the Purchased Mortgage Loans. Without limiting any other provisions hereof, each the generality of the remedial actions described foregoing and in the immediately preceding sentence shall be event that Seller is deemed to be retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a commercially reasonable exercise of Lender's rights security interest in the Servicing Rights and remedies as a secured party with respect to the Lockbox Account proceeds related thereto and Cash Management Account and shall not in any event be deemed all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Lockbox Account Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or Cash Management Account statements relating to effect a cure the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate, without the signature of any Event of Default, or to Seller thereon. Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “"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 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 Lockbox Account and 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) During Upon the occurrence and during the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Loan DocumentsBorrower Obligations, the Borrower hereby grants to Lender the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Accountin, all interestof the Borrower’s right, cashtitle and interest in, checksto and under all of the following, draftswhether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time deposited or held evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, any (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and (vi) all proceeds of, and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located received or maintained) of receivable under any or all of of, the foregoing. Furthermore, Borrower shall not, without obtaining The Administrative Agent (for the prior written consent of Lender, further pledge, assign or grant any security interest in any benefit 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(aSecured Parties) as a first priority perfected security interest and will defend the rightshall have, title and interest of Lender in and to the Lockbox Account and 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) 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 all the Lockbox Account Collateral, and Cash Management Account. Without limitation of in addition to all the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all other rights and remedies available to Lender at law the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in equity or under scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement or under any and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Loan Documents; (D) payment Credit Parties hereunder shall terminate, all without delivery of any item as required instrument or permitted under this Agreement; or (E) performance of any other purpose permitted act by applicable lawany party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereoftermination, each and at the expense of the remedial actions described in Borrower, the immediately preceding sentence Administrative Agent shall be deemed to be a commercially reasonable exercise of Lender's rights execute and remedies as a secured party with respect deliver to the Lockbox Account Borrower UCC-3 termination statements and Cash Management Account and such other documents as the Borrower shall not in any event be deemed reasonably request 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageevidence such termination.

Security Interest. (a) To secure Although the full parties intend that all Transactions hereunder be sales and punctual payment 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 the Debt its Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” related servicing rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against Seller's right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Permitted Investments) Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments 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 prepayment premium applicable Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to such full payment (including payments of interest or partial prepayment (as applicable); (Bfinance charges) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result any interest in the Purchased Mortgage Loans, the servicing of such Event of Default; the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, that any 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 application of funds shall not cure or documents and perform such acts as may be deemed reasonably necessary to cure any Event of Defaultfully perfect Buyer's security interest created hereby. Without limiting any other provisions hereofFurthermore, each the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the remedial actions described in Seller, as the immediately preceding sentence Buyer, at its option, may deem appropriate. The Seller shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection.

Security Interest. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Loan DocumentsBorrower Obligations, the Borrower hereby grants to Lender the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Accountin, all interestof the Borrower’s right, cashtitle and interest in, checksto and under all of the following, draftswhether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time deposited or held evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, any (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located received or maintained) of receivable under any or all of of, the foregoing. Furthermore, Borrower shall not, without obtaining The Administrative Agent (for the prior written consent of Lender, further pledge, assign or grant any security interest in any benefit 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(aSecured Parties) as a first priority perfected security interest and will defend the rightshall have, title and interest of Lender in and to the Lockbox Account and 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) 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 all the Lockbox Account Collateral, and Cash Management Account. Without limitation of in addition to all the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all other rights and remedies available to Lender at law the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in equity or under scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement or under any and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Loan Documents; (D) payment Credit Parties hereunder shall terminate, all without delivery of any item as required instrument or permitted under this Agreement; or (E) performance of any other purpose permitted act by applicable lawany party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereoftermination, each and at the expense of the remedial actions described in Borrower, the immediately preceding sentence Administrative Agent shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect deliver to the Lockbox Account Borrower written authorization for the Borrower to file UCC-3 termination statements and Cash Management Account and such other documents as the Borrower shall not in any event be deemed reasonably request 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageevidence such termination.

Security Interest. (a) To secure a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, in the full and punctual payment event any such Transactions are deemed to be loans, each Seller hereby pledges to the Buyer as security for the performance by the Sellers of the Debt Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and pledges to the other Loan Documents, Borrower hereby grants to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Accountfollowing: the Purchased Mortgage Loans, all interestREO Subsidiary Interests, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” related servicing rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender Seller’s right thereunder relate 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 limitationPurchased Assets), any security interest in Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Asset or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (which interest in the prepayment premium applicable Interest Rate Protection Agreements shall be pro rata and subject to such full rights of other parties holding security interests therein), accounts (including any interest of the Seller in escrow accounts) and any other contract rights, instruments, payments, rights to payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Purchased Assets (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Assets, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect to Lender at law or in equity or under this Agreement or under any of the foregoing and any other Loan Documents; 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 (D) payment of collectively, the “Repurchase Assets”). In the event any item as required or permitted 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; or (E) any other purpose permitted by applicable law; provided. The Sellers agree to execute, howeverdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Buyer’s security interest created hereby. Furthermore, that any such application of funds shall not cure or be deemed the Sellers hereby authorize the Buyer to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect file financing statements relating to the Lockbox Account and Cash Management Account and Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers 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, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection.

Security Interest. (a) To 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 full Agent and punctual payment the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Agent for the benefit of Buyers as security for the performance by the Sellers of the Debt Obligations, and performance hereby presently grants, assigns and pledges to the Agent for the benefit of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan DocumentsBuyers, Borrower hereby grants to Lender a first-fully perfected first priority perfected security interest in the Lockbox Purchased Assets, the related records and all servicing rights related to the Purchased Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and Cash Management Accountany other contract rights, all interestdeposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts) and any other payments, cashrights to payment (including payments of interest or finance charges), checks, drafts, certificates payment intangibles and instruments, if any, from time other general intangibles to time deposited the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Assets (including any other accounts) or held therein, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined interest in the UCC as Purchased Assets, (ii) to the servicing of the Purchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral for any of the Purchased Assets and (v) to distributions in effect in respect of the state in which the Lockbox Account Purchased Assets; and Cash Management Account are located any other proceeds, property, rights, title or maintained) of interests with respect to any or all of the foregoing. Furthermore, Borrower shall notin all instances, without obtaining whether now owned or hereafter acquired, now existing or hereafter created (collectively, the 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 Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever“Repurchase Assets”). (b) Borrower authorizes Lender Section 9(a) 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 Section 101(47)(v) of the Bankruptcy Code. (c) The Sellers hereby authorize the Agent to file such financing statement or statements relating to the Repurchase Assets as the Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements required by Lender prepared pursuant 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 hereunderthis Section 9. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. As a general and continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Grantor to the Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of this Agreement and all interest, commissions, cost of realization, legal and other costs, charges and expenses the Grantor, IN CONSIDERATION OF THE LIABILITIES and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant to the Lender, a continuing security interest in all present and after-acquired personal property of the Grantor, including without limitation the following Collateral: (a) To secure the full All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and punctual payment any other similar rights of the Debt and performance of all obligations of Borrower Grantor however created or evidenced, whether now existing or hereafter existing under this Agreement owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Accountlike business property rights, all interestapplications to acquire such rights, cashfor which application may at any time be made by the Grantor, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, together with any and all amounts invested books and records pertaining thereto and any right, title or interest in Permitted Investmentsany Inventory which gave rise to an Account, and all “proceeds” Intellectual Property throughout the world; (b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Grantor used or consumed or to be used or consumed in the Grantor's business, together with any and all books and records pertaining thereto; (c) All Equipment, Fixtures, Goods and all other tangible personal property of the Grantor of every kind or nature which are not inventory or consumer goods as defined in the UCC as in effect in PPSA, whether now owned or hereafter acquired, wherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and off the state in which the Lockbox Account road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and Cash Management Account are located or maintainedapparatus; (d) All products and Proceeds of any or all each of the foregoing. Furthermore, Borrower shall notspecifically including, without obtaining the prior written consent limitation, (i) any and all Proceeds of Lenderany insurance, further pledgeindemnity, assign warranty 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 Guarantee payable to the Lockbox Account and 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 Grantor from time to time, at (ii) any and all payments of any form whatsoever made or due and payable to the expense Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of Borrowerall or any part of the foregoing by any governmental authority or any Person acting under color of governmental authority, Borrower will promptly and duly execute and deliver all further instruments and documents(iii) to the extent of the value of Collateral, claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, and take (iv) any and all further action, that may be necessary other amounts from time to time paid or desirable, payable under or that Lender may reasonably request, in order to perfect and protect connection with 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Defaultwhether or not in lieu thereof; (e) All renewals, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtextensions, includingreplacements, but not limited tomodifications, principal prepayments additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the prepayment premium applicable like now in, attached to such full or partial prepayment which may hereafter at any time be placed in or added to any Collateral, whether or not of like kind; and (as applicable); (Bf) reimbursement of Lender for all lossesAll rights, feesremedies, costs claims and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law demands under or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, connection with each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageforegoing.

Security Interest. (a) To secure the full and punctual payment Each of the Debt and performance following items or types of all obligations of Borrower property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as (the “Purchased Items”): all Mortgage Assets, all rights under this each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes included therein, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which the Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if anyamounts on deposit therein, from time to time deposited time, all Purchase Agreements or held thereinother agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing 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 amounts invested in Permitted Investmentsmonies and investment property from time to time on deposit in, and or credited to, the Controlled Accounts, all securities accounts to which any Purchased Assets consisting of “proceedssecurities” or “security entitlements” (as defined in the UCC UCC) have been credited, all Interest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and “investment property” as in effect defined in the state in which the Lockbox Account UCC relating to or constituting any and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing 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 Lockbox Account and 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 any and all further actionreplacements, that may be necessary substitutions, distributions on or desirable, or that Lender may reasonably request, in order to perfect proceeds of any 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure As security for the payment in full and punctual payment of the Debt Purchase Money Obligations, each Loan Party hereby pledges to the Collateral Agent, its permitted successors and performance assigns, for the benefit of all obligations of Borrower now or hereafter existing under this Agreement the Purchase Money Secured Parties, and the other Loan Documents, Borrower hereby grants to Lender the Collateral Agent, its successors and assigns, for the benefit of the Purchase Money Secured Parties, a first-priority perfected security interest (the “Security Interest”) in all right, title or interest in or to any and all of the Lockbox Account assets and Cash Management Accountproperties of such Loan Party described on Schedule II attached hereto and made a part hereof, all interest, cash, checks, drafts, certificates and instruments, if any, as such Schedule II may be supplemented or modified from time to time deposited or held thereinto describe additional assets and properties of such Loan Party granted to secure such Loan Party’s Purchase Money Obligations (collectively, any the “Article 9 Collateral”), together with all books and records pertaining to the Article 9 Collateral, and, to the extent not otherwise included, all Proceeds and products of the Article 9 Collateral and all amounts invested in Permitted Investments, assets and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located property affixed or maintained) of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect appurtenant 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 Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower Each Loan Party hereby irrevocably 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 Collateral Agent at any time and from time to time, at time to file in 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 proper jurisdictions any security interest granted or purported to be granted hereby initial financing statements (including, without limitationif applicable, fixture filings) with respect to the Article 9 Collateral or any security interest part thereof and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (i) statements as to whether such Loan Party is an organization, the type of organization and any organizational identification number issued to such Loan Party and (ii) in and the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates. Each Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Each Loan Party also ratifies its authorization for the Collateral Agent to file in any Permitted Investments) proper jurisdiction any initial financing statements or amendments thereto if filed prior to enable Lender to exercise and enforce its rights and remedies hereunderthe date hereof. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies The Security Interest is granted as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account security only 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 subject the Collateral Agent or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debtother Purchase Money Secured Party to, or in any specific order of priority. The exercise way alter or modify, any obligation or liability of any Loan Party with respect to or all of Lender's rights and remedies under this Agreement or under any arising out of the Article 9 Collateral (other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under than the Mortgageduties expressly created hereunder).

Security Interest. To secure payment of Merchant's obligations under this Agreement, Merchant grants to Bank a security interest in all now existing or hereafter acquired: (a) To secure 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 full and punctual payment Bank or any institution other than Bank, including the Reserve Account, in the name of or for the Debt and performance benefit of, Merchant or any guarantor of all Merchant's obligations of Borrower now or hereafter existing 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 Loan Documentsreason), Borrower hereby grants to Lender a first-priority perfected Bank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the Utah Uniform Commercial Code, or in equity. In addition to the Lockbox Account collateral pledged above, Bank may require Merchant to furnish such other and Cash Management Accountdifferent 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, all interest, cash, checks, drafts, certificates and instruments, if any, pending Bank's determination from time to time deposited to exercise its rights as a secured party against such accounts in partial or held therein, full payment of Merchant's obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and all amounts invested in Permitted Investments, take any actions required to comply with and all “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 prior written consent of Lender, further pledge, assign or grant perfect any security interest under this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Merchant represents and warrants that no other party has a security interest or lien 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 Lockbox Account and 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 documentscollateral pledged above, and take all further action, that may be necessary ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien 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 that pledged collateral to any Permitted Investments) or other person. Merchant shall not assign to enable Lender any third party any payments due to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in 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 it under this Agreement; , and all indebtedness arising from Transactions will be for bona fide sales of goods and services (or (Eboth) any at its business locations and free of liens, claims, and encumbrances other purpose permitted by applicable lawthan ordinary sales taxes; provided, however, that any such application of funds shall not cure or be deemed Merchant may sell and assign future Transaction receivables to cure any Event of Default. Without limiting Provider, its affiliated entities and/or any other provisions hereofcash advance funding source that partners with Provider or its affiliated entities, each of without consent from any Card Network. Notwithstanding the remedial actions described in the immediately preceding sentence shall be deemed foregoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to be a commercially reasonable exercise of Lender's rights and remedies as a secured any third 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgagewithout Provider’s prior written consent.

Security Interest. (a) To secure a. Although the full parties intend that all Transactions hereunder be sales and punctual payment purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of the Debt its Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” related Servicing Rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against Seller’s right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the prepayment premium applicable Securities Account and any account to which such full 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 partial prepayment (as applicable); (Bfinance charges) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect to Lender at law or in equity or under this Agreement or under any of the foregoing and any other Loan property, rights, title or interests as are specified on a Transaction Request and/or Asset 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 (Dcollectively, the “Servicing Facility Rights”) payment and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of any item as required or permitted 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; or (E) , the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any other purpose permitted by applicable law; providedamounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, howeverthe Irrevocable Instruction Letter shall also require, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each upon repayment of the remedial actions described 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 the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights its possession or control. The foregoing provisions (a) and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed (b) are intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Lockbox Account or Cash Management Account Bankruptcy Code. Seller agrees to effect a cure of any Event of Defaultexecute, or 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 Buyer to file financing statements relating to the Repurchase Assets, as Buyer, at its option, may deem appropriate. Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure a. Although the full parties intend that all Transactions hereunder be sales and punctual payment purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of the Debt Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinPurchased Mortgage Loans, any and all amounts invested in Permitted InvestmentsAgency 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 “proceeds” related Servicing Rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against Seller’s right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the prepayment premium applicable Buydown Amount and any account to which such full amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, that any such application of funds shall not cure title or be deemed to cure any Event of Default. Without limiting any other provisions hereofinterests as are specified on a Transaction Request and/or Trust Receipt, each of in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage“Repurchase Assets”).

Security Interest. (a) To secure As security for the full and punctual payment of the Debt and performance of any and all obligations of Borrower now or hereafter existing under this Agreement the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower to the Bank, the Borrower hereby grants pledges to Lender the Bank and give the Bank a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Accountgeneral Lien upon and right of set-off against, all 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 “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 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 the Borrower in and to the Lockbox Account and Cash Management Account against Collateral, whether now owned or hereafter acquired by the claims and demands of all Persons whomsoeverBorrower. (b) Borrower authorizes Lender Except as herein or by applicable law otherwise expressly provided, the Bank shall not be obligated to file exercise any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority degree of the security interest granted herein care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Lockbox Account Collateral or to preserve any rights therein against prior parties, and Cash Management Account. the Borrower agrees that to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and the Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, powers or rights under this Agreement or otherwise arising. (c) Upon the occurrence of an Event of Default and the expiration of any applicable grace or cure period the Bank may at any time and from time to time, at with or without notice to the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents(i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, and take all further action, that may be necessary (ii) notify any Account Debtor or desirable, or that Lender may reasonably request, in order other obligor of any Collateral to perfect and protect make payment thereon direct to the Bank of any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) amounts due or to enable Lender to exercise become due thereon and enforce its rights (iii) receive and remedies hereunderafter a default direct the disposition of any proceeds of any Collateral. (cd) During In the continuance of an Event of Defaultevent 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, Lender together with confirmation letters, which may exercise any or all of its rights hereafter be executed between Borrower and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBank.

Security Interest. (a) To secure the full and punctual payment timely repayment of the Debt principal of, and interest on, the Advances, and all other Obligations of the Borrower to any Secured Party, including, without limitation, the Aggregate Contingent Interest, and the prompt performance when due of all obligations covenants of the Borrower hereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, or arising: all 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 “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 assets of the foregoing. FurthermoreBorrower, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing or permit any Lien including but not limited 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 all right, title and interest of Lender the Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and against the Lockbox Trustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and Cash Management Account against any other account of the claims Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and demands related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of all Persons whomsoeverthe rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. (b) The Borrower authorizes Lender to shall file any such financing statement or statements required by Lender to establish or maintain the validitystatements, 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 such agreements, certificates and documents, and take all further actionsuch other actions, that may be necessary or desirable, or that Lender may reasonably request, as the Administrative Agent requests in order to perfect and perfect, evidence or protect any the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or purported prior to the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be granted delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and does not in connection therewith timely instruct the Borrower to file such item or items, then the Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the proceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes. (c) Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, with respect to such Pledged Policy, request the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Pledged Policy, and to take such other actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the repayment of all of the Borrower’s Advances then outstanding and all other Obligations (including, without limitation, any the Aggregate Contingent Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, request the Securities Intermediary to deliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), and to any Permitted Investments) or take such other actions as the Borrower shall reasonably request in order to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that evidence any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgagerelease.

Security Interest. (a) To secure Grant of Security Interest and Cross-Collateralization. Buyer and the full and punctual payment Sellers intend that the Transactions hereunder be sales to Buyer of the Debt Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by Sellers of all of Sellers' obligations of Borrower now or hereafter existing to Buyer under this Agreement and the other Loan DocumentsTransactions entered into pursuant to this Agreement, Borrower hereby grants to Lender both Sellers grant Buyer, on a firstcross-collateralized basis with all outstanding Transactions, a first priority perfected security interest in the Lockbox Account Purchased Loans, including the indebtedness of Obligors and Cash Management Accountthe Underlying Assets, including all Manufactured Homes now owned or hereafter acquired, as collateral for Floorplan Loans and MH Loans, and all other collateral provided as security for the Purchased Loans; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the Purchased Loans, Income, any and all Hedg▇▇, ▇▇l Insured Closing Letters and the Escrow Instructions covering any or all of the Loans, all interest, cash, checks, drafts, certificates Collections and instruments, if any, from time to time deposited or held the Blocked Accounts and all amounts on deposit therein, any and all amounts invested in Permitted Investmentscollection accounts and escrow accounts relating to the Purchased Loans, all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Loan Documents, all “proceeds” (as defined Consignment Agreements, sale contracts, security agreements, the right to payment of interest or finance charges and collateral securing such obligations, and any other contract rights, and other assets relating to the Purchased Loans or any interest in the UCC as Purchased Loans, 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 effect in the state in which the Lockbox Account such Loans, and Cash Management Account are located any and all replacements, substitutions, distributions on or maintained) Proceeds of any or and all of the foregoing. Furthermoreforegoing (collectively, Borrower shall not, without obtaining the 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 Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever"Collateral"). (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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby pledges, assigns and grants to Lender Bank a first-continuing first priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Borrower’s right, title and interest of Lender in and to all of the Lockbox Account Collateral to secure the prompt and Cash Management Account against the claims complete payment and demands performance when due of all Persons whomsoeverof the Obligations. (b) Notwithstanding anything to the contrary contained herein, (i) Borrower authorizes Lender and each other obligated party shall remain liable under the Servicing Agreements, contracts and other agreements to file which such Person is a party and which are included in the Collateral and shall perform all of its respective duties and obligations thereunder to the same extent as if this Agreement had not been executed, and (ii) Bank shall not have any financing statement obligation or statements required by Lender to establish or maintain the validity, perfection and priority liability under any of the security interest granted herein Servicing Agreements, contracts and other agreements included in connection with the Lockbox Account and Cash Management Account. Collateral by reason of this Agreement, nor shall Bank be obligated to perform any of the obligations or duties of Borrower agrees that at or any other obligated party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) At any time and from time to time, upon the written request of Bank, and at the sole expense of Borrower, Borrower will promptly and duly execute and deliver all deliver, or will promptly cause to be executed and delivered, such further instruments and documents, documents and take all such further action, that may be necessary or desirable, or that Lender action as Bank may reasonably requestrequest for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, the filing of any security interest in 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 Permitted Investmentscontinuation statements and amendments thereto) describing the Collateral whether or to enable Lender to exercise and enforce its rights and remedies hereundernot Borrower’s signature appears thereon. (cd) During Servicing Rights under Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae will have a market value of zero for purposes of determining the continuance 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 Event 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 Defaultholding cash proceeds of ▇▇▇▇▇▇ ▇▇▇ Servicing Rights for the benefit of Bank; and (iv) if ▇▇▇▇▇▇▇ Mac becomes an Approved Investor, Lender may exercise 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 or all of its rights Pledged Deposit Account, Pledged Servicing Receivables and remedies as a secured party, pledgee Pledged Servicing Rights funds received and lienholder with respect retained by Borrower pursuant to the Lockbox Account applicable Servicing Agreement shall promptly, and Cash Management in any event within two (2) Business Days after receipt, be deposited in the appropriate Pledged Deposit Account. Without limitation 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 foregoingcustodial account or any other clearing account maintained under the related Servicing Agreement, during the continuance of an Event of DefaultBorrower, Lender may use the Lockbox Account and Cash Management Account for as applicable shall instruct any of the following purposes: (Asubservicer(s) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable related depository institution(s) to such full or partial prepayment (as applicable); (B) reimbursement of Lender for remit all lossescollections, fees, costs payments and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment proceeds in respect of any amount expended in exercising 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 all rights and remedies available Pledged Servicing Rights income related to Lender at law 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 in equity or under this Agreement or under 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 (Da) payment purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of any item as required or permitted under this Agreement; an existing mortgage banking company) or (Ec) securing a warehouse line of credit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇ Mae supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The Security Interest described in this financing statement is subject and subordinate to all rights, powers, and prerogatives of ▇▇▇▇▇▇ ▇▇▇ under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (the “Debtor”) and EverBank and (ii) the Mortgage Selling and Servicing Contract, the ▇▇▇▇▇▇ ▇▇▇ Selling Guide, the ▇▇▇▇▇▇ Mae Servicing Guide and any supplemental servicing instructions or directives provided by ▇▇▇▇▇▇ ▇▇▇, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between ▇▇▇▇▇▇ Mae and the Debtor, and all as amended, modified, restated or supplemented heretofore and hereafter from time to time (collectively, the “▇▇▇▇▇▇ ▇▇▇ Lender Contract”), which rights, powers, and prerogatives include, without limitation, the right of ▇▇▇▇▇▇ ▇▇▇ to terminate the ▇▇▇▇▇▇ Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided. (g) Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, to the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇▇ Mac shall at any time be included within the security interest created hereby, such security interest shall only secure Borrower’s indebtedness and obligations to Bank incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to acquire rights in such ▇▇▇▇▇▇▇ Mac Servicing Agreement in accordance with the provisions of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Borrower, (d) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) any other purpose permitted by applicable lawwhich ▇▇▇▇▇▇▇ Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among Borrower, Bank and ▇▇▇▇▇▇▇ Mac; provided, however, that any such application the foregoing provisions of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence 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 a commercially reasonable exercise 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 Lender's rights one or more of the following: the Federal Home Loan Mortgage Corporation (“▇▇▇▇▇▇▇ Mac”), the Federal National Mortgage Association (“▇▇▇▇▇▇ Mae”), the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”) or such other investors that own mortgage loans, or which guaranty payments on securities based on and remedies as a secured party with respect backed by pools of mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Lockbox Account Investor. Such rights, powers and Cash Management Account and shall not 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 any event be deemed to constitute a setoff mortgage selling or servicing program or a foreclosure securities guaranty program with the Investor; the right to terminate contract rights of the debtor relating to such a statutory banker's lien. Nothing in this Agreement shall obligate Lender mortgage selling or servicing program or securities guaranty program; and the right to apply transfer and sell all or any portion of such contract rights following the Lockbox Account termination of those rights. (h) To the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall at any time be included within the security interest created hereby, Bank acknowledges and agrees that (x) Borrower is entitled to servicing income with respect to a 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 Cash Management Account 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 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 way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement, with respect to the 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 a cure 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 DefaultDefault 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 pay market by Bank) such Servicing Rights shall be equal to the Debt, or market value on that day as determined by Bank in any specific order its sole and absolute discretion without regard to the then-current Servicing Rights Appraisal (which market value Borrower acknowledges may be nominal). Borrower acknowledges that a determination by Bank of priority. The exercise market value pursuant to this Agreement is for the limited purpose of any or all determining value of Lender's rights and remedies the Collateral for lending purposes under this Agreement or under any without the ability to perform customary purchaser’s due diligence and is not necessarily equivalent to a determination of the other Loan Documents shall fair market value of Collateral achieved by obtaining competing bids in an orderly market in which the servicer is not in any way prejudice default, insolvent or affect Lender's right the subject of a case in bankruptcy and the bidders have adequate opportunity to initiate and complete a foreclosure perform customary diligence. (j) In the event that the buyer under the MortgageMortgage 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. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement and or any other Facility Document, including the other Loan Documentspayment when due of all Borrower Obligations, the Borrower hereby grants to Lender the Administrative Agent, for the benefit of the Secured Parties, a first-priority perfected security interest in all of the Lockbox Account Borrower’s right, title and Cash Management Accountinterest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any Collections and all amounts invested monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in Permitted Investments, 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 all “proceeds” (as defined in remedies thereunder, the UCC as in effect in Sale and Contribution Agreement, the state in Servicing Agreement, the Custody Agreement and any other Facility Document to which the Lockbox Account Borrower is a party and Cash Management Account are located all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or maintainedin 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. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any including all proceeds of the foregoing conversion thereof, voluntary or permit 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 Lien to attach thereto and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or any levy to be made thereon part of or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain are included in the security interest created by this Section 10.3(aproceeds of the foregoing; (vii) as 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 first priority perfected security interest Timeshare Loan that has been foreclosed upon and will defend remarketed and for which the right, title and interest of Lender in and applicable Timeshare Interest relates to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoeverBarbados Resort. (b) The Borrower hereby authorizes Lender to file any the filing of 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 documentsstatements, and take continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all further actionof debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be necessary or desirable, or that Lender may reasonably request, broader 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) During scope than the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions collateral described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 2.

Security Interest. (ai) To secure On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the full Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and punctual payment of the Debt hereby grants, assigns and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interestthe REO Subsidiary Interests, 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 “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 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 Lockbox Account and 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 Records (including, without limitation, any security interest in other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Defaultrelated Mortgaged Property or Contributed Assets, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect SFR Property Documents relating to the Lockbox Account Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and Cash Management Account. Without limitation of insurance proceeds relating to any Purchased Mortgage Loan or the foregoingrelated Mortgaged Property or Contributed Asset, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, including but not limited toto any payments or proceeds under any related primary insurance or hazard insurance, principal prepayments any Income relating to any Purchased Mortgage Loan and Contributed Asset, the prepayment premium applicable Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of PMC related to such full the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or partial prepayment (as applicable); (Bfinance charges) reimbursement of Lender for all lossesand general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, fees, costs Contributed Asset or REO Subsidiary Interest and expenses any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender any interest in the Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights Confirmation and/or Trust Receipt and remedies available Asset Detail and Exception Report with respect to Lender at law or in equity or under this Agreement or under any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other Loan Documents; 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. (Dii) payment Each of any item POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as required or permitted under this such term is defined in the Underlying Repurchase Agreement; or ), the Records (E) including, without limitation, any other purpose permitted by applicable law; providedcollateral pledged or otherwise relating to the Rental Properties, howevertogether with all files, that 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 such application of funds shall 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 cure limited to any payments or be deemed proceeds under any related primary insurance or hazard insurance, any Income relating to cure any Event of Default. Without limiting Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other provisions hereofcontract rights, each 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 remedial actions described 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 immediately preceding sentence shall be deemed 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 commercially reasonable exercise guaranty of Lender's the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights and remedies as a secured party with respect to the Lockbox Account Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Cash Management Account 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 not 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 event be deemed 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 setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Lockbox Account Bankruptcy Code. (v) Each Seller Party hereby authorizes Buyer to file such financing statement or Cash Management Account statements relating to effect a cure of any Event of Defaultthe Repurchase Assets as Buyer, or to at its option, may deem appropriate. Sellers shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. Borrower and each Guarantor hereunder (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under each a “Secured Guarantor” provided, however, that each reference to “Guarantor” in this Agreement and the other Loan Documents, Borrower shall include each “Secured Guarantor”) hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 prior written consent of Lender, further pledgethe secured party hereunder, 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 Lockbox Account and 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 continuing security interest in and to any Permitted Investments) and all Collateral as defined and described below to secure the prompt and complete payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder, and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Defaultbecome due, Lender may exercise any now existing or all of its rights and remedies as a secured partyhereafter arising, pledgee and lienholder with respect relating to the Lockbox Account and Cash Management Account. Without limitation Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the foregoinggranting of this security interest, during the continuance regardless of an Event of Defaulthow such debts, Lender liabilities and obligations arise or by what agreement or instrument they may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtbe evidenced by, including, but not limited to, principal prepayments and the prepayment premium applicable preceding includes Borrower’s obligations to such full or partial prepayment (perform acts and refrain from taking action as applicable); (B) reimbursement of well as all obligations to pay Lender for all losses, fees, costs and expenses (money including, without limitation, reasonable legal feesall 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) suffered any and all amounts owing to Borrower now or incurred in the future from any merchant processor(s) processing charges made by Lender as a result customers of such Event of DefaultBorrower via credit card or debit card transactions; (Cb) cash and cash equivalents, (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 credit 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 any amount expended credit, letter-of-credit rights, and supporting obligations, and (r) as-extracted collateral. The preceding terms used in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of defining the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall term “Collateral” not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing otherwise defined in this Agreement shall obligate Lender have the meaning as such terms may from time to apply 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 or any portion accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the Lockbox Account 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 thereto and any general intangibles (as defined in the UCC) at any time evidencing or Cash Management Account relating 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 other Loan Documents shall not foregoing. Lender disclaims any security interest in any way prejudice or affect Lender's right to initiate and complete household goods in which Lender is forbidden by applicable law from taking a foreclosure under the Mortgagesecurity interest.

Security Interest. The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security interest to the Security Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a lessee under any Lease of the Asset, in all of such Grantor’s right, title and interest in and to the following collateral, whether now existing or hereafter [**] = 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 created or acquired (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) To secure the full Asset; (b) all Parts, equipment, attachments, accessories, replacement and punctual payment of the Debt added Parts and performance of all obligations of Borrower components now or hereafter existing under this Agreement and the other Loan Documentsplaced thereon, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Accountinstalled therein or attached thereto, all interestwhether or not any of such Parts, cashequipment, checksattachments, draftsaccessories, certificates and instruments, if any, replacements or added parts or components may from time to time deposited no longer be installed on the Asset [or held thereinon any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (c) the technical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (d) all amounts invested in Permitted Investmentsproceeds from the sale or other disposition of, all proceeds of insurance due to the Grantor on, and all proceeds of the total or partial loss or physical destruction, confiscation, condemnation or requisition due to the Grantor with respect to, any of the equipment described in clauses (a), (b) and (c) above; (e) all rents, issues, profits, revenues and other income of the property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account Mortgage Supplement”), and Cash Management Account are located or maintained) of any or all of the foregoing. Furthermoreestate, Borrower shall not, without obtaining the 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 every nature whatsoever of the Grantor in and to the Lockbox Account same and Cash Management Account against the claims and demands of all Persons whomsoever.every part thereof; and (bf) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validityall proceeds, 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 timehowsoever arising, 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing. BUT EXCLUDING, during HOWEVER, the continuance of an Event of DefaultExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, Lender may use and its successors and assigns, as security for the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSecured Obligations.

Security Interest. (a) To secure On each Purchase Date, the full applicable Seller hereby sells, assigns and punctual payment conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the Debt parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of all obligations of Borrower now or hereafter existing under this Agreement Sellers’ Obligations and the other Loan Documentshereby grants, Borrower hereby grants assigns and pledges to Lender Administrative Agent a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Sellers’ right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement or statements required extent specifically backed by Lender to establish or maintain Purchased Mortgage Loans, 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 documentsRecords, and take all further actionrelated Servicing Rights, that may be necessary or desirable, or that Lender may reasonably request, in order the Program Agreements (to perfect the extent such Program Agreements and protect any security interest granted or purported each Seller’s right thereunder relate to be granted hereby (including, without limitationthe Purchased Mortgage Loans), any security interest in related Take-Out Commitments, any Property of any Seller (to the extent such Property relates to the Purchased Mortgage Loans), all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the prepayment premium applicable 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 such full payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement , general intangibles and other assets of Lender for all lossesany Seller, fees, costs and expenses to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect to Lender at law or in equity or under this Agreement or under any of the foregoing and any other Loan Documents; 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 (D) collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon a Seller’s payment of the Repurchase Price to Administrative Agent, any item 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. Upon a Seller’s written request, Administrative Agent shall take such actions as required 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 permitted 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 Quicken Loans hereby agree that in order to further secure Quicken Loans’ Obligations hereunder, Quicken Loans hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Quicken Loans’ 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 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”). Quicken Loans 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 Quicken Loans 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 Quicken Loans 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 (Eii) any other purpose permitted by applicable law; provided, however, that any when the outstanding aggregate “Repurchase Price” under such application of funds shall not cure or be deemed to cure any Event of DefaultServicing Facility Agreement has been paid in full and the Servicing Facility Agreement has been terminated. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with With respect to the Lockbox Account and Cash Management Account and shall not in any event be Servicing Facility Rights, Section 4.05 of the Servicing Facility Agreement is 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageis incorporated by reference herein.

Security Interest. (a) To secure a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Mortgage Loans identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the other Loan DocumentsRepurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Lender Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinPurchased Mortgage Loans, any and all amounts invested in Permitted InvestmentsAgency 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 “proceeds” related Servicing Rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against Seller’s right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the prepayment premium applicable 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 such full payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, feesgeneral intangibles and other assets, costs and expenses in each case, relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, title or interests as are specified on a Transaction Notice and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). b. The Seller acknowledges that any such application of funds shall not cure or be deemed it has no rights to cure any Event of Defaultservice the Purchased Mortgage Loans. Without limiting any other provisions hereof, each the generality of the remedial actions described foregoing and in the immediately preceding sentence shall be event that the Seller is deemed to be retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Administrative Agent for the benefit of Buyers a commercially reasonable exercise of Lender's rights security interest in the Servicing Rights and remedies as a secured party with respect to the Lockbox Account proceeds related thereto and Cash Management Account and shall not in any event be deemed all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in other arrangement or other credit enhancement related to this Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account or Cash Management Account Bankruptcy Code. c. Seller agrees to effect a cure of any Event of Defaultexecute, or deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, the Seller hereby authorizes Administrative Agent to file financing statements relating to the Repurchase Assets, as Administrative Agent, at its option, may deem appropriate. The Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure As security for the full and punctual prompt payment of the Debt and performance of all obligations of Borrower now or hereafter existing under its Obligations and any other covenants contained in this Agreement and or the other Loan Documents, the Borrower hereby pledges and grants to Lender a first-priority perfected security interest to the Lender (subject to the interests of the Owner as set forth in Section 4.02 and in the Lockbox Account Acknowledgment Agreement) in all of the Borrower’s right, title and Cash Management interest, in, to, and under all of the following, whether now or hereafter existing and wherever located (all being collectively referred to herein as the “Collateral”): (a) the Collection Account, all interest, cash, checks, drafts, certificates cash in the Collection Account and instruments, if any, all other property from time to time deposited therein or held therein, any otherwise credited thereto and all amounts invested in Permitted Investments, and all “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 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 Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever.thereon; (b) Borrower authorizes Lender to file any financing statement all Pledged Servicing Compensation whether or statements required by Lender to establish not yet accrued, earned, due or maintain the validity, perfection payable as well as all other present and priority future rights and interests of the security interest granted herein Borrower in connection with such Pledged Servicing Compensation; (c) all Pledged Servicing Contract Rights whether or not yet accrued, earned, due or payable as well as all other present and future rights and interests of the Lockbox Account Borrower in such Pledged Servicing Contract Rights; (d) all subservicing agreements related to the Pledged Servicing Contract Rights and Cash Management Account. all rights and claims of the Borrower agrees that at any time under such subservicing agreements; (e) all Pledged Termination Fee Rights; (f) all books, correspondence, files and from time to timeother Records, 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, all tapes, disks, cards, software, data and computer programs in the possession or under the control of the Borrower or any other Person from time to time acting for the Borrower that at any time evidence or contain information relating to any of the property described in the preceding clauses of this Section 4.01 hereof or are otherwise necessary or helpful in the collection or realization thereof (but specifically excluding all servicing systems, computer programs, hardware, and other information and assets of the Borrower not exclusively relating to the Collateral); and (g) all Proceeds, including all cash Proceeds and noncash Proceeds, and products of any and all of the foregoing Collateral; in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, security interest, claim or otherwise). For the avoidance of doubt and notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and the Borrower is not pledging, nor granting a security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.hereunder in: (ci) During any Servicing Contract Rights or Servicing Compensation until covered by the continuance of an Event of DefaultAcknowledgment Agreement; provided, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of that notwithstanding the foregoing, during such security interest shall attach immediately, without any further action on the continuance part of an Event of Defaultany Party, Lender may use at such time as the Lockbox Account Acknowledgment Agreement is effective (in accordance with its terms); (ii) any Servicing Contract Rights or Servicing Compensation other than the Pledged Servicing; (iii) principal and Cash Management Account interest payments, escrow amounts or recoveries required to be remitted by the Borrower to the Owner, the Mortgagor and/or any other applicable party under the Guide; (iv) servicing advance reimbursement rights; and/or (v) the right to designate a servicer for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageServiced Loan.

Security Interest. (a) To secure As security for the payment or performance, as the case may be, in full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documentsits Secured Obligations, Borrower each Grantor hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for its own benefit and the benefit of the other Secured Parties, a first-priority perfected security interest in in, and collaterally assigns to the Lockbox Account Collateral Agent, its successors and Cash Management Accountpermitted assigns, for its own benefit and the benefit of the other Secured Parties, all 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 “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 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 such Grantor’s right, title and interest of Lender in in, to and to under the Lockbox Account Collateral (the “Security Interest”) wherever located, and Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement whether now existing or statements required by Lender to establish hereafter arising 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 acquired from time to time. Without limiting the foregoing, each Grantor hereby designates the Collateral Agent as such Grantor’s true and lawful attorney, exercisable by the Collateral Agent whether or not an Event of Default exists, with full power of substitution, at the expense of BorrowerCollateral Agent’s option, Borrower will promptly and duly execute and deliver all further instruments and documentsto file one or more Financing Statements, and take all further actionamendments to Financing Statements, that may be necessary or desirablecontinuation statements, or that Lender may reasonably requestto sign other documents for the purpose of perfecting, in order to perfect and protect any security interest confirming, continuing, or protecting the Security Interest granted or purported to be granted hereby (includingby each Grantor, without limitation, the signature of any security interest in and Grantor (each Grantor hereby appointing the Collateral Agent as such Person’s attorney to sign such Person’s name to any Permitted Investments) such instrument or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of document, whether or not an Event of DefaultDefault exists), Lender may exercise and naming any Grantor or all of its rights the Grantors, as debtors, and remedies the Collateral Agent, as a secured party. Any such financing statement may indicate the Collateral as “all assets of the Grantor whether now existing or hereafter acquired”, pledgee and lienholder with respect “all personal property of the debtor whether now existing or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC. Notwithstanding the grant of authority to the Lockbox Account Collateral Agent under this Section 2.01, and Cash Management Accountin accordance with Sections 3.02 and 7.01 below, each Grantor agrees to prepare and file or cause to be filed, at its own expense, any Financing Statements, amendments to Financing Statements, continuation statements or any other documents or instruments in each governmental, municipal or other office as is necessary to perfect or maintain the perfection of the Collateral Agent’s Security Interest in the Collateral and to deliver to the Collateral Agent a file stamped copy of each such Financing Statement, amendment thereto, continuation statement or other document or instrument in connection with this Agreement or any other Collateral Document. Without limitation limiting the provisions of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account first paragraph above and Cash Management Account for any in furtherance of the following purposes: (A) repayment provisions of the Debtsecond paragraph above, includingthe Collateral Agent hereby designates each Grantor as the Collateral Agent’s true and lawful attorney, with full power of substitution, at each Grantor’s option, to file one or more Financing Statements, amendments to Financing Statements, continuation statements, or to sign other documents solely for the purpose of perfecting, confirming, continuing, or protecting the Security Interest granted by each Grantor, but not limited toreleasing or deleting any Collateral, principal prepayments without the signature of the Collateral Agent, and naming any Grantor or the Grantors, as debtors, and the prepayment premium applicable to Collateral Agent, as secured party. Any such full or partial prepayment (financing statement may indicate the Collateral as applicable); (B) reimbursement of Lender for “all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any assets of the other Loan Documents; (D) payment of any item as required Grantor whether now existing or permitted under this Agreement; or (E) any other purpose permitted by applicable law; providedhereafter acquired”, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each “all personal property of the remedial actions described debtor whether now existing or hereafter acquired” or words of similar effect, regardless of whether any particular asset comprised in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise Collateral falls within the scope of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion Article 9 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageUCC.

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 (arelating to the Purchased Mortgage Loans) To secure be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the full event any such Transactions are deemed to be loans, and punctual in any event, Seller hereby grants, assigns and pledges to Buyer, as security for the performance by Seller of its Obligations, a fully perfected first priority security interest in (i) the Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Seller’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 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 but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (viii) any Income relating to any Purchased Mortgage Loan; (ix) the Collection Account; (x) any other contract rights, accounts (including health-care-insurance receivables); (xi) any interest of Seller in escrow accounts and any other payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans and general intangibles 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) any interest in the Purchased Mortgage Loans; (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 other contract rights or rights to the payment of money; (xxi) general intangibles constituting or related to the Debt Purchased Mortgage Loans (including payment intangibles and performance of software) together with all obligations of Borrower accessions and additions thereto and substitutions and replacements therefor; and (xxii) all products and proceeds related to the Purchased Mortgage Loans, in all instances, whether now owned or hereafter acquired, now existing under this or hereafter created and wherever located (collectively, the “Related Purchased Mortgage Loans”). Seller acknowledges that it has sold the Purchased Mortgage Loans to Buyer 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 to Seller such UCC termination statements (or authorize Seller to file the same) and other Loan Documentsrelease documents as may be required in order to terminate a security interest or give notice thereof under the UCC, Borrower hereby grants and return the Related Purchased Mortgage Loans to Lender a first-priority perfected Seller, as applicable, and reconvey the Purchased Mortgage Loans to Seller and release its security interest in the Lockbox Account Purchased Mortgage Loans and Cash Management Accountrelated collateral. For purposes of the grant of the security interest pursuant to this Section 8, all interest, cash, checks, drafts, certificates and instruments, if any, from time this Agreement shall be deemed to time deposited or held therein, any and all amounts invested in Permitted Investments, and all constitute a security agreement under the New York Uniform Commercial Code (the “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 UCC”). Buyer shall have all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any rights and may exercise all of the foregoing or permit any Lien to attach thereto or any levy to be made thereon or any remedies of a secured creditor under the UCC Financing Statements 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 with respect thereto. Borrower will in such locations as may be necessary to perfect and 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 Lockbox Account and 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 hereby, 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 Lockbox Account security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cause any Purchased Mortgage Loan that is not evidenced by an instrument or chattel paper to be so evidenced. If a Purchased Mortgage Loan becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Related Purchased Mortgage Loans and Cash Management Account. Borrower agrees that at any time and from time to timethe Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the expense of Borrower, Borrower will promptly searching 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account filing costs for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable financing statement or statements prepared or searched for pursuant to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in 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. The foregoing provisions of this Section 8(a) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed are intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBankruptcy Code.

Security Interest. (a) To secure i. As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement and or any other Facility Document, including the other Loan Documentspayment when due of all Borrower Obligations, the Borrower hereby grants to Lender the Administrative Agent, for the benefit of the Secured Parties, a first-priority perfected security interest in all of the Lockbox Account Borrower’s right, title and Cash Management Accountinterest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any Collections and all amounts invested monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in Permitted Investmentspayment 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 Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all “proceeds” remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (as defined vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the UCC as foregoing and all payments on or under of every kind and nature whatsoever in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) respect of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any including all proceeds of the foregoing conversion thereof, voluntary or permit 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 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 rightevery kind and other forms of obligations and receivables, title instruments and interest of Lender in and to the Lockbox Account and 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 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 DB1/ 121185831.1121185831.9 54 rights, certificates of deposit, deposit accounts and from time to time, at all other property and interests in property of 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 whether tangible 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.intangible; and (cviii) During the continuance of an Event of Default, Lender may exercise any or all of its rights income and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation proceeds of the foregoing, during other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the continuance applicable Timeshare Interest relates to the “Hilton Grand Vacations at the Crane” Resort. ii. The Borrower hereby authorizes the filing of an Event financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of Defaultdebtor’s personal property or assets” or words to that effect, Lender notwithstanding that such wording may use be broader in scope than the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions collateral described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 2.

Security Interest. (ai) To secure On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the full Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and punctual payment of the Debt hereby grants, assigns and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interestthe REO Subsidiary Interests, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” Servicing Rights related to the Purchased Mortgage Loans and Underlying REO Property, the Facility Documents (as defined to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Underlying REO Property), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Underlying REO Property, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of PMC related to the UCC as in effect in the state in which the Lockbox Account Underlying Repurchase Transactions, and Cash Management Account are located or maintained) any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or all of finance charges) and general intangibles to the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing relates to any Purchased Mortgage Loan, Underlying REO Property or permit REO Subsidiary Interest and 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 other assets relating to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement Purchased Mortgage Loans 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 Underlying REO Property (including, without limitation, any security other accounts) or any interest in the Purchased Mortgage Loans and to Underlying REO Property, and any Permitted Investmentsproceeds (including the related securitization proceeds) and distributions and any other property, rights, title or to enable Lender to exercise interests as are specified on a Confirmation and/or Trust Receipt and enforce its rights Asset Detail and remedies hereunder. (c) 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 Exception Report with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default, Lender may use “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Lockbox Account Agreement and Cash Management Account for any transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the following purposes: Bankruptcy Code. (Aii) repayment Each of POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the DebtUnderlying Repurchase Assets subject to an Underlying Repurchase Transaction, includingPurchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records, and all Servicing Rights related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited toto any payments or proceeds under any related primary insurance or hazard insurance, principal prepayments 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 prepayment premium applicable extent that the foregoing relates to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs any Underlying Repurchase Asset and expenses any other assets relating to the Underlying Repurchase Assets (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender 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 result of such Event of Default; (C) payment of any amount expended in exercising any or all rights Confirmation and/or Trust Receipt and remedies available Asset Detail and Exception Report with respect to Lender at law or in equity or under this Agreement or under 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 Loan Documents; 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. (Diii) payment In order to further secure the Obligations hereunder, each REO Subsidiary hereby pledges to Buyer as security for the performance by such REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records, and all Servicing Rights related to the Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and such REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of any item as required or permitted under this Agreement; or (EREO Subsidiary in escrow accounts) and any other purpose permitted by applicable law; providedpayments, however, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting Subsidiary Owned Asset and any other provisions hereofassets relating to the Subsidiary Owned Assets (including, each 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 remedial actions described foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the immediately preceding sentence shall be deemed “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 commercially reasonable exercise guaranty of Lender's the Obligations to the Buyer by such REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights and remedies as a secured party with respect to the Lockbox Account Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and Cash Management Account 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 not continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Underlying REO Property except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any event be deemed 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 setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Lockbox Account Bankruptcy Code. (v) Each Seller Party hereby authorizes Buyer to file such financing statement or Cash Management Account statements relating to effect a cure of any Event of Defaultthe Repurchase Assets as Buyer, or to at its option, may deem appropriate. Sellers shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure As security for the full and punctual payment of the Debt and performance of any and all of the Indebtedness and the performance of all other obligations and covenants of Borrower now or hereafter existing hereunder and under this Agreement and 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 hereby grants pledges to Lender Bank and gives Bank a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Accountgeneral Lien upon and right of set-off against, all 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 “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 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 Borrower in and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoeverCollateral, whether now owned or hereafter acquired by Borrower. (b) Borrower authorizes Lender Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to file exercise any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority degree of the security interest granted herein care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Lockbox Account Collateral or to preserve any rights therein against prior parties, and Cash Management Account. Borrower agrees that to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and preservation of the Collateral or rights therein whether Borrower may have reasonably requested Bank to take such actions or not; however, Bank's omission to take any action requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising. (c) Following the occurrence of an Event of Default (after the expiration of Borrower's right to cure, if any), Bank may thereafter at any time and from time to time, at the expense of with notice to Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and take all further action, that may be necessary (i) transfer into the name of Bank 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) During the continuance name of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for Bank's nominee any of the following purposes: Collateral, (Aii) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full notify any Account Debtor or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment other obligor of any amount expended in exercising any or all rights and remedies available Collateral to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) make payment thereon direct to Bank of any item as required amounts due or permitted under this Agreement; or to become due thereon and (Eiii) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of receive and after a Default direct the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure disposition of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise proceeds of any or all of Lender's rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageCollateral.

Security Interest. (a) To secure Although the full parties intend that, except as provided in Section 10(f), all Transactions hereunder be sales and punctual payment purchases and not loans, each Granting Party hereby pledges to Buyer as security for performance by Seller of the Debt Seller’s obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 each Granting Party’s right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against Purchased Assets, 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 documentsRecords, 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) 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 related Servicing Rights with respect to the Lockbox Account Underlying Assets, the Program Agreements, any Property relating to the Underlying Assets, all insurance policies and Cash Management Account. Without limitation of insurance proceeds relating to any Underlying Asset or the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance covering the related Mortgaged Property for an Underlying Asset, hazard insurance covering the related Mortgaged Property for an Underlying Asset, Income, each Collection Account, the Interest Reserve Account and the prepayment premium applicable each Reserve Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to such full accounts (including any interest of any Granting Party in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Underlying Assets (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; (C) payment any interest in the Underlying Assets, including all rights to receive from any third party or take delivery of any amount expended in exercising Records or other documents which constitute part of a Mortgage File, and any or all rights proceeds and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, 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 “Primary Repurchase Assets” together with the Pledged Assets, the “Repurchase Assets”). Each Granting Party agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. In addition, pursuant to the Pledge Agreement, the Trustee on behalf of the Trust shall grant to Buyer a security interest in and to, and pledge all of its rights, title and interest under, the Pledged Assets as additional support for the Obligations hereunder, and Rithm Loan Aggregation Trust shall grant to Buyer a security interest in and to, and pledge of all of its rights, title and interest under the Residual Pledged Collateral (as defined in the Residual Pledge Agreement), which additional security agreements shall be considered “a security agreement or other arrangement or other credit enhancement” that any such application is “related to” the Agreement and Transactions hereunder within the meaning of funds shall not cure or be deemed to cure any Event of DefaultBankruptcy Code Sections 101(38A)(A) and 741(7)(A)(x) (together with the Primary Repurchase Assets, the “Related Credit Enhancement”). Without limiting any other provisions hereofFurthermore, each of Granting Party hereby authorizes Buyer to file financing statements relating to the remedial actions described in Purchased Assets and the immediately preceding sentence shall be deemed Underlying Assets, as Buyer may deem appropriate. Each Granting Party also hereby irrevocably authorizes Buyer and its counsel to be a commercially reasonable exercise of Lender's rights and remedies as a secured party file UCC financing statements with respect to such Granting Party in form and substance satisfactory to Buyer, describing the Lockbox Account collateral as “All assets of Granting Party, whether now owned or existing or hereafter acquired or arising and Cash Management Account wheresoever located, and all proceeds and products thereof” or words to that effect, notwithstanding that such description may be broader than the collateral granted hereby. Seller shall 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, filing costs for any financing statement or in statements prepared pursuant to this Section. Seller shall pay the filing costs for any specific order of priority. The exercise of any financing statement or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 34.

Security Interest. (a) To secure a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Mortgage Loans identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the other Loan DocumentsRepurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Lender Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Seller’s right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file extent backed by 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 Purchased Mortgage Loans, 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 documentsRecords, and take all further actionrelated Servicing Rights, that may be necessary the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or desirablethe related Mortgaged Property, including, but not limited to, any payments or that Lender may reasonably requestproceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in order escrow accounts) and any other contract rights, instruments, accounts, payments, rights to perfect payment (including payments of interest or finance charges), general intangibles and protect any security interest granted or purported other assets relating to be granted hereby the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Agreement Repurchase Assets”). b. The Seller and Guarantors each acknowledge that Seller has the right to service the Purchased Mortgage Loans. For the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any Permitted Investments) financing statement or statements prepared pursuant to enable Lender to exercise this Section 8. d. Seller acknowledges and enforce agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans and any other collateral purchased by Seller in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. Seller agrees that it will provide notice of any enforcement action or exercise of remedies hereunderit takes with respect to the Repurchase Assets at any time any such Repurchase Assets are owned by or pledged to Buyer under this Agreement. e. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (ci) During Seller’s rights (but not its obligations) under the continuance Primary Repurchase Documents including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Rights”) and (ii) all collateral however defined or described under the Primary Repurchase Documents to the extent not otherwise included under the definitions of Primary Repurchase Rights (such collateral, “Additional Repurchase Assets”; together with the Agreement Repurchase Assets, the “Repurchase Assets”). Seller hereby delivers an irrevocable instruction to the Buyer under the Primary Repurchase Documents that upon receipt of notice of an Event of DefaultDefault under this Agreement, Lender may exercise the Buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any or amounts otherwise payable to Seller and to deliver to Buyer all of its rights and remedies as a secured party, pledgee and lienholder with respect collateral otherwise deliverable to the Lockbox Account and Cash Management AccountSeller. Without limitation In furtherance of the foregoing, Seller hereby instructs, upon repayment of the outstanding purchase price under the Primary Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the Primary Repurchase Documents following repayment of all obligations thereunder that the Buyer hereunder retain any collateral or repurchase assets (as such terms may be defined under the Primary Repurchase Documents) then in its possession or control; provided that this instruction shall only be applicable following the occurrence and during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Assets identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other Loan Documentsthan as set forth in Section 21 for U.S. tax purposes), Borrower in the event any such Transactions are deemed to be loans, and in any event Seller hereby grants pledges to Lender Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Cash Management Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, all interestthe Inbound Account; the Operating Account; any Hedge Agreements relating to any Purchased Asset; and any other contract rights, cashaccounts (including any interest of Seller in escrow accounts) and any other payments, checks, drafts, certificates rights to payment (including payments of interest or finance charges) and instruments, if any, from time general intangibles to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Asset; and 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; accounts relating to any Purchased Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any accessions thereto) relating to any Purchased Asset; instruments (including promissory notes) relating to any 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 Purchased Asset; substitutions and replacements 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 acknowledges that it has sold the Purchased Assets to Buyer 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, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and to any Permitted Investments) proceeds related thereto and in all instances, whether now owned or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Defaulthereafter acquired, Lender may exercise any now existing or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Accounthereafter created. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Lockbox Account Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or Cash Management Account statements relating to effect a cure of any Event of Defaultthe Repurchase Assets and the Servicing Rights as Buyer, or to at its option, may deem appropriate. Seller shall pay the Debt, searching and filing costs for any financing statement or in any specific order of priority. The exercise of any statements prepared or all of Lender's rights and remedies under searched pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageAgreement.

Security Interest. (a) To secure As collateral security for the full due and punctual payment of all the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement Obligations, the Lease Obligations and the other Loan DocumentsSubordinated Note Obligations, Borrower the Company does hereby pledge, hypothecate, assign, transfer and convey to the Agent, for the benefit of the Secured Parties, and hereby creates in and grants to Lender the Agent, for the benefit of the Secured Parties, a first-priority perfected continuing security interest in and to all of its right, title and interest in and to the Lockbox Account following, whether now existing or hereafter arising or at any time acquired (all of the foregoing being herein referred to as the "Collateral"): (a) all Servicing Contracts and Servicing Rights; (b) all Accounts, Equipment and General Intangibles; (c) all Cash Management Accountand Bank Accounts; (d) all books, correspondence, credit files, records, invoices, bills of lading, and other documents, including, without limitation, all interesttapes, cashcards, checkscomputer runs, drafts, certificates and instruments, if any, other papers and documents in the possession or control of the Company or any computer bureau from time to time deposited or held thereinacting for the Company, but specifically excluding books, correspondence, credit files, records, invoices, bills of lading, and other documents relating to Mortgage Loans pledged to third parties to secure Indebtedness permitted by Section 4.08(g) of the Credit Agreement; (e) all rights, remedies and other interests of the Company in, to and under any and all amounts invested in Permitted InvestmentsServicing Purchase Agreements and other Servicing Purchase Documents, and any and all “proceeds” Servicing Sale Agreements and other Servicing Sale Documents; (f) all sums paid or payable to the Company under or by virtue of any Servicing Purchase Agreements and other Servicing Purchase Documents or by virtue of any Servicing Sale Agreements and other Servicing Sale Documents, whether as defined in compensation for the UCC performance by the Company of its obligations thereunder, damages for any breach thereof, amounts payable upon cancellation or termination of any Servicing Purchase Agreements and other Servicing Purchase Documents, or of any Servicing Sale Agreements or other Servicing Sale Documents, or otherwise and any claims of the Company therefor; (g) any and all Hedge Contracts and any and all rights, remedies and other interests of the Company therein or thereunder; (h) all sums paid or payable to the Company under or by virtue of the Servicing Contracts, Servicing Rights or Acknowledgment Agreements, and each of them, whether as in effect in compensation for the state in which performance by the Lockbox Account and Cash Management Account are located Company of its obligations thereunder, damages for any breach thereof, amounts payable upon cancellation or maintained) termination of any or all of the foregoing. FurthermoreServicing Contracts or Servicing Rights, Borrower shall notinterest on any such amounts, without obtaining or otherwise, and any claims of the prior written consent Company therefor; (i) all accessions and additions to, parts and appurtenances of, substitutions for and replacements and products 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 rightforegoing, title and interest of Lender in and to the Lockbox Account and 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 claims of rights to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.payments thereunder; (cj) During any and all Foreclosure Advance Receivables, Pool P&I Payment Receivables and T&I Payment Receivables; (k) all balances, credits and deposits contained in or credited to the continuance Collateral Account or any other account held by the Agent which are attributable to the proceeds of Foreclosure Advance Receivables, Pool P&I Payment Receivables, T&I Payment Receivables or other Collateral described herein; (l) any other asset of the Company which has been or hereafter at any time prior to an Event of DefaultDefault is delivered to the Agent pursuant to this Security Agreement; (m) all books, Lender may exercise records, files, documents, tapes, programs, print-outs and other such materials relating to any Foreclosure Advance Receivables, Pool P&I Payment Receivables or T&I Payment Receivables; (n) any and all balances, credits, deposits, accounts or moneys of, or in the name of, the Company representing or evidencing the foregoing or any proceeds thereof; and (o) all Proceeds of its rights any of the foregoing. The security interests granted pursuant to this Section 2 (the "Security Interests") are granted as security only, and remedies as a secured partyshall not subject the Agent or any Secured Party to, pledgee and lienholder or transfer or in any way affect or modify, any obligation or liability of the Company with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment Collateral or any transaction which gave rise thereto. Nothing herein contained shall relieve the Company from performing any covenant, agreement or obligation on the part of the Debt, including, but not limited to, principal prepayments and Company to be performed or from observing any condition on the prepayment premium applicable part of the Company to such full be observed under or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment in respect of any amount expended Servicing Contract or Servicing Rights or from any liability thereunder or impose any liability on the Agent or any Secured Party for the acts or omissions of the Company thereunder or for the performance of the covenants, agreements or obligations on the part of the Company to be performed or for the observance of any condition on the part of the Company to be observed until and unless the Agent shall have elected, as provided in exercising any or all rights Section 5(a) hereof, to become bound to perform and remedies available observe the covenants, agreements, obligations and conditions to Lender at law or in equity or under this Agreement or be performed and observed by the Company under any of Servicing Contract or Servicing Rights specified by the other Loan Documents; (DAgent in accordance with Section 5(a) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure On the full Purchase Date, Seller hereby sells, assigns and punctual payment of the Debt and performance of conveys to Buyer all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 the Purchased Assets to the Lockbox Account extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and Cash Management Account against purchases (other than for accounting and tax purposes) and not loans, in the claims event any such Transactions are deemed to be loans, and demands in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Persons whomsoever. Servicing Rights related to the Purchased Assets (bto the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements, any Income relating to any Purchased Asset, each Collection Account, the Disbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) Borrower and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests 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 is deemed to retain any residual Servicing Rights and in order to secure Seller’s obligations under Section 17 of this Agreement, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and the related Servicing Records, all rights of Seller as Servicer to receive from any third party or to take delivery of any Servicing Records or other documents which constitute a part of the Asset File or Servicing File and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the related Repurchase Date. 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 Lender Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the filing costs for any financing statement or statements required by Lender prepared pursuant to establish or maintain the validity, perfection and priority this Section 8. The grants of the security interest granted herein set forth 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed Section are intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBankruptcy Code.

Security Interest. (a) To For valuable consideration, and to secure the full and punctual due payment of the Debt and performance of all obligations of Borrower principal of, interest on the Loans, the Loan Availability Fee and any interest due thereon, Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter existing under this Agreement arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Lenders, the Administrative Agent and the other Loan DocumentsCollateral Agent arising out of or in any way connected with the Operative Documents and all instruments, Borrower agreements and documents executed, issued and delivered pursuant thereto (collectively, the "Secured Obligations"), Lessor hereby assigns, conveys, mortgages, pledges, hypothecates, transfers and sets over to the Collateral Agent, and its successors and assigns, and grants to Lender the Collateral Agent, and its successors and permitted assigns, a first-priority perfected first Lien on and security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 rightrights, title and interest of Lender Lessor now held or hereafter acquired in and to the Lockbox Account and Cash Management Account against following, except for Excepted Payments with respect thereto (collectively, the claims and demands "Lessor Collateral"): (a) the Items of all Persons whomsoever.Equipment; (b) Borrower authorizes Lender all Subleases pertaining to file the Items of Equipment; (c) any financing statement or statements required by Lender to establish or maintain the validity, perfection Bill ▇▇ Sale 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 warranties (including, without limitation, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (d) this Agreement, the Lease Agreement, the Security Documents and all Lease Payments, Availability Fees and Supplemental Payments payable under the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any security interest nature whatsoever arising out of or in connection with the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Availability Fees, Supplemental Payments and Lessee Collateral and any other payments due and to any Permitted Investmentsbecome due under the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all claims, rights, powers, or privileges and remedies of Lessor under the Lease Agreement; (g) all rights of Lessor under this Agreement and the Lease Agreement to enable Lender make determinations to exercise and enforce its rights and remedies hereunder. any election (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the prepayment premium applicable foregoing or any property which is the subject of this Agreement or the Lease Agreement, to such full enforce or partial prepayment execute any checks, or other instruments or orders, to file any claims and to take any action which (in the opinion of the Collateral Agent) may be necessary or advisable in connection with any of the foregoing; provided, however, the Collateral Agent agrees for the benefit of Lessor that so long as applicable)no Loan Event of Default has occurred and is continuing, it will not exercise any of the rights assigned to it under clauses (f) and (g) of this Section 7, other than the right to receive amounts due under the Lease Agreement and Section 9 of this Agreement, without the prior written consent of Lessor; (h) all moneys now or hereafter paid or required to be paid to Lenders pursuant to any Operative Document; and (Bi) reimbursement all proceeds of Lender for all losses, fees, costs and expenses (Lessor Collateral including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result all rentals, income and profits in respect of such Event the Items 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 Equipment, whether under this the Lease Agreement or under otherwise, all credits granted by any of the other Loan Documents; (D) payment of any item as required manufacturer or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party vendor 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 return of any Event Item of Default, or to pay Equipment and the Debt, or in any specific order of priority. The exercise proceeds of any or all insurance payable with respect to the Items of Lender's rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageEquipment.

Security Interest. a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) To secure other than for accounting and tax purposes), in the full 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 punctual payment of the Debt hereby grants, assigns and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Seller’s right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against Purchased Assets, 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 documentsRecords, and take all further actionrelated servicing rights, that may be necessary or desirable, or that Lender may reasonably request, in order the Program Agreements (to perfect the extent such Program Agreements and protect any security interest granted or purported Seller’s right thereunder relate to be granted hereby (including, without limitationthe Purchased Assets), any security interest in Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Asset or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and Income, the prepayment premium applicable 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 such full payment (including payments of interest or partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, fees, costs general intangibles and expenses other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer may reasonably deem appropriate. The Seller shall pay the reasonable legal feesfiling costs for any financing statement or statements prepared pursuant to this Section. b. The parties acknowledge and agree that (i) suffered or incurred by Lender 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; (C) payment Default any sums of any amount expended money or property so paid or distributed in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any 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 Documents; (D) payment of any item 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 required or permitted under this Agreement; or (E) any other purpose permitted by applicable lawapplicable; 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 such application provision of funds shall not cure or be deemed to cure any Event of Defaultthis Repurchase Agreement. Without limiting the prior consent of the Buyer, Seller will not (i) vote to enable, or take any other provisions hereofaction to permit, each 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 remedial actions described 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 immediately preceding sentence 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 a commercially reasonable exercise part of Lender's rights the Repurchase Assets. Seller agrees to execute, deliver and/or file such documents and remedies perform such acts as a secured party with respect 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 Lockbox Account and Cash Management Account and Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. Seller shall not in pay the filing costs for any event be deemed financing statement or statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and transactions hereunder as defined under Section 101(47)(v) of the Lockbox Account or Cash Management Account Bankruptcy Code. d. The parties acknowledge and agree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to effect a cure of any Event of Default, or and subordinate 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBuyer’s security interest.

Security Interest. (a) To secure On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Assets identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other Loan Documentsthan as set forth in Section 21 for U.S. tax purposes), Borrower in the event any such Transactions are deemed to be loans, and in any event Seller hereby grants pledges to Lender Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a first-perfected first priority perfected security interest in the Lockbox Account Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Cash Management Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Warehouse Accounts; the Operating Account; the benefits allocable from any Hedge Agreements relating to any Purchased Asset; and any other contract rights, all interestaccounts (including any interest of Seller in escrow accounts) and any other payments, cash, checks, drafts, certificates rights to payment (including payments of interest or finance charges) and instruments, if any, from time general intangibles to time deposited or held therein, any and all amounts invested in Permitted Investments, and all “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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Asset; 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any security other accounts) or any interest in the Purchased Assets; and to accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any Permitted Investmentsaccessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 in each case related to the Lockbox Account Purchased Assets; together with all accessions and Cash Management Account. Without limitation additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable“Repurchase Assets”); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure Although the full parties intend that all Transactions hereunder be sales and punctual payment 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 the Debt its Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” related servicing rights, the Program Agreements (as defined in to the UCC as in effect in extent such Program Agreements and Seller’s right thereunder relate to the state in which Purchased Mortgage Loans), any related Takeout Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the Lockbox Account related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and Cash Management Account are located or maintained) of FHA Mortgage Insurance Contracts and VA Loan Guarantee Certificates (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing 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 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 Lockbox Account and 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 Purchased Mortgage Loans (including, without limitation, any security other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and to any Permitted Investmentsproceeds (including the related securitization proceeds) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 distributions with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments foregoing and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; providedproperty, howeverrights, that any such application of funds shall not cure title or be deemed to cure any Event of Default. Without limiting any other provisions hereofinterests as are specified on a Request for Certification and/or Trust Receipt and Certification, each of in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage“Repurchase Assets”).

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) To secure and not loans, in the full 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 punctual payment of the Debt hereby grants, assigns and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account Purchased Mortgage Loans, the Records, and Cash Management Accountall servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all interest, cash, checks, drafts, certificates Settlement Accounts and instruments, if any, from time to time deposited or all amounts held therein, any the Disbursement Account and all amounts invested in Permitted Investmentsheld therein, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and all “proceeds” any other contract rights, accounts (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 including any or all interest of the foregoing. FurthermoreSeller in escrow accounts) and any other contract rights, Borrower shall notaccounts, without obtaining the prior written consent payments, rights to payment (including payments of Lender, further pledge, assign interest 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(afinance charges) as a first priority perfected security interest and will defend the right, title and interest of Lender in and general intangibles to the Lockbox Account extent that the forgoing relates to any Purchased Mortgage Loan and Cash Management Account against any other assets relating to 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 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 Affiliates of Seller on the one hand and the Buyer and the Buyer’s Affiliates on the other, all collateral under any other secured debt facility between Seller on the one hand and the Buyer’s Affiliates on the other, all collateral under any other secured debt facility between the Seller and the Buyer in which the Buyer has or obtains a perfected security interest through action other than the filing of the financing statement filed in connection with this Repurchase Agreement, and to any Permitted Investmentsproceeds (including the related securitization proceeds) and distributions and any other property, rights, title or to enable Lender to exercise interests as are specified on a Trust Receipt and enforce its rights Mortgage Loan Schedule and remedies hereunder. (c) 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 Exception Report with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance “Repurchase Assets”). Notwithstanding the foregoing or any other provisions of an Event this Repurchase Agreement, Repurchase Assets shall not include any portion of DefaultSeller’s web site (currently located at the URL ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇), Lender may use the Lockbox Account and Cash Management Account for Seller’s non-prime or sub-prime automated underwriting system, or any of the following purposes: (A) repayment of the Debtcomputer programs, including, but not limited to, principal prepayments and the prepayment premium applicable to such full software or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect documentation related to the Lockbox Account foregoing, whether now existing or hereafter created, and Cash Management Account Buyer acknowledges and agrees that it shall not in any event be deemed have no security or other interest therein. The Seller hereby authorizes the Buyer to constitute a setoff file such financing statement or a foreclosure of a statutory banker's lienstatements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. Nothing in this Agreement The Seller 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, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a1) To secure On the full and punctual payment of applicable Purchase Date on or prior to the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documentsdate hereof, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management AccountSellers sold, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsassigned, and conveyed all “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 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 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 to Administrative Agent for the benefit of Lender Buyers and Repledgees. 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 Administrative Agent as security for the performance of the Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets, including, without limitation, the beneficial 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 Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. (b) Borrower authorizes Lender to file extent backed by 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 Purchased Mortgage Loans and Contributed Assets, 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 Records (including, without limitation, any security interest in 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 Mortgage Loans 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, 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 Purchased Mortgage Loans or Contributed Assets, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loans or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During Contributed Assets, or the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments 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 prepayment premium applicable extent of the Purchased Assets protected thereby, accounts (including any interest of each Seller in escrow accounts) related to such full 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 partial prepayment (as applicablefinance charges); (B) reimbursement of Lender for all losses, feesdividends, costs general intangibles and expenses other assets relating to the Purchased Mortgage Loans or Contributed Assets, (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans or Contributed Assets, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect to Lender at law or in equity or under this Agreement or under 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 “Seller Repurchase Assets”). (2) In order to further secure the Obligations hereunder, PMC hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers and Repledgees a fully perfected first priority security interest in 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 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 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 Administrative Agent for the benefit of Buyers and Repledgees 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 “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”). (4) Administrative Agent and PMC hereby agree that in order to further secure PMC’s Obligations hereunder, PMC hereby grants to Administrative Agent, for the benefit of Buyers, a security interest in (i) PMC’s rights under the CUSIP 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, and (Dii) payment all collateral however defined or described under the CUSIP Facility Documents. PMC shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the buyer under the CUSIP Facility Documents that upon receipt of any item as required or permitted a notice of an Event of Default under this Agreement; or (E) , the buyer thereunder is authorized and instructed to remit to Administrative Agent for the benefit of Buyers hereunder directly any other purpose permitted by applicable law; providedamounts otherwise payable to PMC and to deliver to Administrative Agent for the benefit of Buyers all collateral otherwise deliverable to PMC. In furtherance of foregoing, howeverthe Irrevocable Instruction Letter shall also require, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each upon repayment of the remedial actions described in entire obligations under the immediately preceding sentence shall be deemed to be a commercially reasonable exercise CUSIP Repurchase Agreement and the termination of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion obligations of the Lockbox Account buyer thereunder 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 other termination of the other Loan CUSIP Facility Documents shall not following the repayment of all obligations thereunder that the buyer thereunder deliver to Administrative Agent for the benefit of Buyers hereunder any collateral then in any way prejudice its possession or affect Lender's right to initiate and complete a foreclosure under the Mortgagecontrol.

Security Interest. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement or any other Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Loan DocumentsBorrower Obligations, the Borrower hereby grants to Lender the Administrative Agent for its benefit and the ratable benefit of the Secured Parties, a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Accountin, all interestof the Borrower’s right, cashtitle and interest in, checksto and under all of the following, draftswhether now or hereafter owned, existing or arising (collectively, the “Collateral”): (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all amounts on deposit therein, and all certificates and instruments, if any, from time to time deposited or held evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, any (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and (vi) all proceeds of, and all amounts invested in Permitted Investments, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located received or maintained) of receivable under any or all of of, the foregoing. Furthermore, Borrower shall not, without obtaining The Administrative Agent (for the prior written consent of Lender, further pledge, assign or grant any security interest in any benefit 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(aSecured Parties) as a first priority perfected security interest and will defend the rightshall have, title and interest of Lender in and to the Lockbox Account and 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) 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 all the Lockbox Account Collateral, and Cash Management Account. Without limitation of in addition to all the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all other rights and remedies available to Lender at law the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in equity or under scope than the collateral described in this Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement or under any and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Loan Documents; (D) payment Credit Parties hereunder shall terminate, all without delivery of any item as required instrument or permitted under this Agreement; or (E) performance of any other purpose permitted act by applicable lawany party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereoftermination, each and at the expense of the remedial actions described in Borrower, the immediately preceding sentence Administrative Agent shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect deliver to the Lockbox Account Borrower written authorization for the Borrower to file UCC-3 termination statements and Cash Management Account and such other documents as the Borrower shall not in any event be deemed reasonably request to constitute a setoff or a foreclosure of a statutory banker's lienevidence such termination. 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​ ​ SECTION 5.06. The exercise of any or all of Lender's rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage[Reserved].

Security Interest. (a) To secure the full On each Purchase Date, Seller hereby sells, assigns and punctual payment of the Debt and performance of conveys to Buyer all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 the Purchased Assets listed on the related Asset Schedule to the Lockbox extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Assets, the Underlying Mortgage Loans, the Records related to the Underlying Mortgage Loans, all Servicing Rights related to the Underlying Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Underlying Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Underlying Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Underlying Mortgage Loans), any related Take-out Commitments related to such Underlying Mortgage Loans, any Property relating to any Underlying Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Underlying Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Mortgage Loan, Interest Rate Protection Agreements related to such Underlying Mortgage Loans, the Reserve Account and Cash Management Account against all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts maintained by Servicer) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the claims extent that the foregoing relates to any Underlying Mortgage Loans and demands of all Persons whomsoever. (b) Borrower authorizes Lender any other assets relating 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 Underlying Mortgage Loans (including, without limitation, any other accounts) or any interest in the Underlying Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception 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 or Guarantor 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”). (ii) As security for the performance of all of Guarantor’s obligations hereunder and as a precautionary measure in the event that the conveyance of any Purchased Asset by Guarantor to Seller is determined not to be a true sale or contribution or the separate existence of Seller from Guarantor is otherwise disregarded at any point, Guarantor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and to any Permitted Investments) or to enable Lender to exercise lien upon the Purchased Assets and enforce its related Residual Collateral and Buyer shall have all the rights and remedies hereunder. (c) 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 ” under the Uniform Commercial Code with respect to the Lockbox Account Purchased Assets and Cash Management Accountrelated Residual Collateral. Without limitation Possession of any promissory notes, instruments or documents by Custodian shall constitute possession on behalf of ▇▇▇▇▇. (iii) Each of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account foregoing paragraphs (i) and Cash Management Account for any of the following purposes: (Aii) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBankruptcy Code.

Security Interest. (a) To Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the full and punctual payment of the Debt and performance by Seller of all obligations of Borrower now or hereafter existing its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Loan Transaction Documents, Borrower Seller hereby pledges, assigns, transfers and grants to Lender Buyer a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “proceeds” (as defined in the UCC as in effect in the state Mortgage Assets in which the Lockbox Account Seller has rights or power to transfer rights and Cash Management Account are located or maintained) of any or all of the foregoingMortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. Furthermore, Borrower shall not, without obtaining “Mortgage Assets” means (i) the 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 Purchased Mortgage Loans 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 Lockbox Account and 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 Transactions hereunder (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) 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 Servicing Rights with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoingthereto), during the continuance of an Event of Default(ii) all Servicing Records, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the DebtLoan Files, includingMortgage Loan Documents, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal feesthe 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) suffered or incurred by Lender as a result all Liens securing repayment of such Event of Default; Purchased Mortgage Loans, (Civ) 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 purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party Income with respect to such Purchased Mortgage Loans, (v) the Lockbox Accounts, (vi) the Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent relating to the 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 Cash Management 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, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall not pay all fees and expenses associated with perfecting such 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 as and when required by Buyer in any event be deemed its sole discretion. The Parties intend that this Section 6(a) is “a security agreement or 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 constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in the repurchase agreement and securities contract established and evidenced by this Agreement shall obligate Lender to apply all or any portion of and 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageTransactions hereunder.

Security Interest. (a) To secure a. Although the full parties intend that all Transactions hereunder be sales and punctual payment purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of the Debt its Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinPurchased Mortgage Loans, any and all amounts invested in Permitted Investments, and all “proceeds” (as defined in Agency Security or right to receive such Agency Security when issued to 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 prior written consent of Lender, further pledge, assign or grant any security interest in extent backed by 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 Purchased Mortgage Loans, the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend Records, all related Servicing Rights, the right, title and interest of Lender in and Program Agreements (to the Lockbox Account extent such Program Agreements and Cash Management Account against Seller’s right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the prepayment premium applicable Collection Account and all amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection Agreements to such full 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 partial prepayment (as applicable); (Bfinance charges) reimbursement of Lender for related to the Purchased Mortgage Loans, all lossescollateral, feeshowever defined, costs securing any other agreement between Seller or a Guarantor on the one hand and expenses Buyer on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, that any such application of funds shall not cure title or be deemed to cure any Event of Default. Without limiting any other provisions hereofinterests as are specified on a Trust Receipt, each of in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed “Repurchase Assets”). b. The foregoing provision (a) is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account or Cash Management Account Bankruptcy Code. c. Seller agrees to effect a cure of any Event of Defaultexecute, or 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 Buyer to file financing statements relating to the Repurchase Assets, as Buyer, at its option, may deem appropriate. Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure As security for the full performance by the Borrower of all the terms, covenants and punctual payment agreements on the part of the Debt and performance of all obligations of Borrower now or hereafter existing to be performed under this Agreement and or any other Facility Document, including the other Loan Documentspayment when due of all Borrower Obligations, the Borrower hereby grants to Lender the Administrative Agent, for the benefit of the Secured Parties, a first-priority perfected security interest in all of the Lockbox Account Borrower’s right, title and Cash Management Accountinterest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any Collections and all amounts invested monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in Permitted Investmentspayment 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 Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all “proceeds” remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (as defined vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the UCC as foregoing and all payments on or under of every kind and nature whatsoever in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) respect of any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any including all proceeds of the foregoing conversion thereof, voluntary or permit 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 Lien to attach thereto and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or any levy to be made thereon part of or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain are included in the security interest created by this Section 10.3(aproceeds of the foregoing; (vii) as 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 first priority perfected security interest Timeshare Loan that has been foreclosed upon and will defend remarketed and for which the right, title and interest of Lender in and applicable Timeshare Interest relates to the Lockbox Account and Cash Management Account against “Hilton Grand Vacations at the claims and demands of all Persons whomsoeverCrane” Resort. (b) The Borrower hereby authorizes Lender to file any the filing of 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 documentsstatements, and take continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all further actionof debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be necessary or desirable, or that Lender may reasonably request, broader 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) During scope than the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions collateral described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 2.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) To secure and not loans, in the full event any such Transactions are deemed to be loans, and punctual payment in any event, each Seller hereby pledges to the Administrative Agent, for the benefit of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement Administrative Agent and the other Loan DocumentsBuyers, Borrower as security for the performance by the Sellers of their Obligations and each Seller hereby grants grants, assigns and pledges to Lender the Administrative Agent, for the benefit of the Buyers, a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Assets, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” servicing rights related to the Purchased Assets, the Program Documents (as defined in to the UCC as in effect in extent such Program Documents and the state in which Sellers’ right thereunder relate to the Lockbox Account Purchased Assets), any Property relating to any Purchased Assets or the related Mortgaged Property, any Take-out Commitments relating to any Purchased Asset, all insurance policies and Cash Management Account are located insurance proceeds relating to any Purchased Asset or maintained) of the related Mortgaged Property, including but not limited to any payments or all proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the Collection Account, any Hedge Instruments relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the foregoing. FurthermoreSellers in escrow accounts) and any other payments, Borrower shall not, without obtaining rights to payment (including payments of interest or finance charges) and general intangibles to the prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Asset and 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any security other accounts) or any interest in the Purchased Assets and to any Permitted Investments) proceeds and distributions and any other property, rights, title or to enable Lender to exercise interests as are specified on a trust receipt and enforce its rights and remedies hereunder. (c) 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 Asset Schedule with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable“Repurchase Assets”); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (ai) To secure the full On each Purchase Date, each Seller hereby sells, assigns and punctual payment of the Debt and performance of conveys to Buyer all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 interest, including, with respect to the Lockbox Account Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and Cash Management Account against with respect to the claims Servicing Retained Mortgage Loans, all of each Seller’s Servicing Rights both before and demands 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 Persons whomsoever. Transactions hereunder be sales and purchases (bother than for accounting and tax purposes) Borrower authorizes Lender and not loans, in the event any such Transactions are deemed to file be loans, and in any financing statement or statements required by Lender event, each Seller, to establish or maintain the validityextent of its rights therein, perfection hereby pledges on the date hereof and priority on each Purchase Date, to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest granted herein in connection with each Seller’s rights, title and interest in the Lockbox Account Purchased Assets, the Records related to the Purchased Assets, all Servicing Rights related to the Purchased Assets (to the extent of its rights therein), each Facility Document and Cash Management each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account. Borrower agrees that at any time and , each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, inin each case, all amounts deposited therein from time to time, at the expense of Borrowerany Servicing Agreement, Borrower will promptly and duly execute and deliver all further instruments and documentsany Subservicing Agreement, and take all further actionany other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that may be necessary or desirable, or that Lender may reasonably request, in order the foregoing relates to perfect any Purchased Assets and protect any security interest granted or purported other assets relating to be granted hereby the Purchased Assets (including, without limitation, any security other accounts) or any interest in the Purchased Assets and to any Permitted Investments) proceeds and distributions and any other property, rights, title or to enable Lender to exercise interests as are specified on a Confirmation and/or Trust Receipt and enforce its rights Asset Detail and remedies hereunder. (c) 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 Exception Report with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during 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 continuance of an Event of Default, Lender may use the Lockbox Account Agreement and Cash Management Account for any transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the following purposes: Bankruptcy Code. The assets set forth in this clause (Ai) repayment of are the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default“Repurchase Assets”. Without limiting the generality of the foregoing and in the event that Sellers are deemed to retain any other provisions hereofresidual Servicing Rights, and for the avoidance of doubt, each of the remedial actions described Seller grants, assigns and pledges to Buyer a security interest in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights related Servicing Rights and remedies as a secured party with respect to the Lockbox Account proceeds related thereto and Cash Management Account and shall not in any event be deemed all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in other arrangement or other credit enhancement related to this Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account Bankruptcy Code. The Sellers hereby authorize Buyer to file such financing statement or Cash Management Account statements relating to effect a cure of any Event of Defaultthe Repurchase Assets as Buyer, or to at its option, may deem reasonable and appropriate. The Sellers shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 9.

Security Interest. (a) 5.1 To secure the full and punctual payment of the Debt and performance of all obligations Obligations, each Borrower hereby grants to Agent, for itself and the ratable benefit of Lenders, a continuing security interest in, a lien upon, and a right of set off against, and hereby assigns to Agent, for itself and the ratable benefit of Lenders, as security, the following property and interests in property of such Borrower, whether now owned or hereafter acquired or existing, and wherever located (together with all other collateral security for the Obligations at any time granted to or held by Agent or any Lender, collectively, the "Collateral"): (a) Receivables; (b) all other present and future contract rights, general intangibles (including, but not limited to, tax and duty refunds, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, Intellectual Property, choses in action and other claims and existing and future leasehold interests in equipment, real estate and fixtures), chattel paper, documents, instruments, securities and other investment property, letters of credit, bankers' acceptances and guaranties; (c) all present and future monies, credit balances, deposits, deposit accounts and other property of such Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants held or received by or in transit to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinAgent, any and all amounts invested in Permitted InvestmentsLender or its Affiliates or at any other depository or other institution from or for the account of such Borrower, whether for safekeeping, pledge, custody, transmission, collection or otherwise, and all “proceeds” present and future liens, security interests, rights, remedies, title and interest in, to and in respect of Accounts and other Collateral, including, without limitation, (as defined i) rights and remedies under or relating to guaranties, contracts of suretyship, letters of credit and credit and other insurance related to the Collateral, (ii) rights of stoppage in transit, replevin, repossession, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party, (iii) goods described in invoices, documents, contracts or instruments with respect to, or otherwise representing or evidencing, Receivables or other Collateral, including, without limitation, returned, repossessed and reclaimed goods, and (iv) deposits by and property of account debtors or other persons securing the UCC as obligations of account debtors; (d) Inventory; (e) Equipment; (f) Real Property, provided, that, for purposes of this Section 5.1 the Real Property shall not include the Celina Property; (g) Records; and (h) all products and proceeds of the foregoing, in effect in the state in which the Lockbox Account any form, including, without limitation, insurance proceeds and Cash Management Account are located all claims against third parties for loss or maintained) damage to or destruction of any or all of the foregoing. Furthermore. 5.2 Notwithstanding anything to the contrary contained in Section 5.1 above, Borrower the types or items of Collateral described in such Section shall not, without obtaining the prior written consent of Lender, further pledge, assign not include any rights or grant any security interest in any contract, lease, permit, license, charter or license agreement covering real or personal property of a Borrower, as such, if under the foregoing terms of such contract, lease, permit, license, charter or permit any Lien to attach thereto license agreement, or any levy to be made thereon or any UCC Financing Statements to be filed applicable law with respect thereto. Borrower will maintain , the valid grant of a security interest created by this or lien therein to Agent is prohibited and such prohibition has not been or is not waived or the consent of the other party to such contract, lease, permit, license, charter or license agreement has not been or is not otherwise obtained; provided, that, the foregoing exclusion shall in no way be construed (a) to apply if any such prohibition is unenforceable under Section 10.3(a) as a first priority perfected security interest and will defend 9-318 of the right, title and interest of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all Persons whomsoever. UCC or other applicable law or (b) Borrower authorizes Lender so as to file any financing statement limit, impair or statements required by Lender to establish or maintain the validity, perfection and priority of the otherwise affect Agent's unconditional continuing 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 interests in and to liens upon any Permitted Investments) rights or interests of such Borrower in or to enable Lender monies due or to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or become due under any of the other Loan Documents; such contract, lease, permit, license, charter or license agreement (Dincluding any Accounts) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Lockbox Account and 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) During Upon the continuance occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's ’s rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's ’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 ’s rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's ’s right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (ai) To secure On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the full Purchased Assets, Participation Certificates, Agency Securities and punctual payment 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 the Debt its Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Assets, the Records, all interestServicing Rights related to the Purchased Assets and Transaction Mortgage Loans, cashthe Facility Documents (to the extent such Facility Documents and Seller’s right thereunder relate to the Purchased Assets), checksany Property relating to any Purchased Asset or the related Mortgaged Property, draftsand rights to reimbursement thereof related to the Purchased Assets, certificates 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 instrumentsinsurance (issued by governmental agencies or otherwise), if anyincluding 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 time any third party or to time deposited take delivery of any of the foregoing, all insurance policies and insurance proceeds relating to any Purchased Asset or held thereinthe related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, any and all amounts invested in Permitted Investmentsreplacements, and all “proceeds” (as defined in the UCC as in effect in the state in which the Lockbox Account and Cash Management Account are located substitutions, distributions on or maintained) proceeds of any or all of the foregoing. Furthermore, Borrower shall notany Income relating to any Purchased Asset, without obtaining the prior written consent Securities Account, the Payment Account and any other contract rights, accounts (including any interest of LenderSeller in escrow accounts), further pledgeinstruments, assign payments, rights to payment (including payments of interest or grant any security interest in any of finance charges) and general intangibles to the extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Assets and 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any security other accounts) or any interest in the Purchased Assets, and to any Permitted Investmentsproceeds (including the related securitization proceeds) and distributions and any other property, rights, title or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies interests as are represented by a secured party, pledgee and lienholder Participation Certificate with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable“Repurchase Assets”); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed This paragraph is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account Bankruptcy Code. (ii) Seller acknowledges that in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or Cash Management Account hereafter acquired, now existing or hereafter created. This paragraph is intended to effect constitute a cure 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 any Event of Defaultthe Bankruptcy Code. (iii) Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, or to at its option, may deem appropriate. Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Assets identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other Loan Documentsthan for accounting and tax purposes) and not loans, Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Lender Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinPurchased Assets, any and all amounts invested in Permitted InvestmentsAgency 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 “proceeds” Servicing Rights, Ancillary Income and Advance Reimbursements related to the Purchased Assets, the Facility Documents (as defined to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to 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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Asset and 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any security other accounts) or any interest in and to the Purchased Assets, all collateral under any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a other secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses debt facility (including, without limitation, reasonable legal fees) suffered or incurred by Lender any facility documented as a result of such Event of Default; (Crepurchase agreement or similar purchase and sale agreement) payment between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any amount expended in exercising and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or all rights interests as are specified on a Trust Receipt and remedies available Custodian Asset Transmission with respect to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; providedcollectively, however, the “Repurchase Assets”). In the event that any such application of funds shall not cure or be Seller is deemed to cure retain any Event residual Servicing Rights, and for the avoidance of Default. Without limiting any other provisions hereofdoubt, each of the remedial actions described Seller grants, assigns and pledges to Buyer a security interest in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights Servicing Rights and remedies as a secured party with respect to the Lockbox Account proceeds related thereto and Cash Management Account and shall not in any event be deemed all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Repurchase Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or Cash Management Account statements relating to effect a cure of any Event of Defaultthe Repurchase Assets as Buyer, or to at its option, may deem appropriate. Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Mortgage Loans identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the other Loan DocumentsRepurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Lender Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held thereinPurchased Mortgage Loans, any and all amounts invested in Permitted InvestmentsAgency 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 “proceeds” related Servicing Rights, the Program Agreements (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 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 Lockbox Account extent such Program Agreements and Cash Management Account against Seller’s right thereunder relate to 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 limitationPurchased Mortgage Loans), any security interest in related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Permitted Investments) Purchased Mortgage Loan or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debtrelated Mortgaged Property, including, but not limited to, principal prepayments any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income 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 prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses Purchased Mortgage Loans (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender as a result of such Event of Default; any interest in the Purchased Mortgage Loans, and any proceeds (Cincluding the related securitization proceeds) payment of any amount expended in exercising any or all rights and remedies available distributions with respect 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) foregoing and any other purpose permitted by applicable law; providedproperty, howeverrights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). b. The Seller acknowledges that any such application of funds shall not cure or be deemed it has no rights to cure any Event of Defaultservice the Purchased Mortgage Loans. Without limiting any other provisions hereof, each the generality of the remedial actions described foregoing and in the immediately preceding sentence shall be event that the Seller is deemed to be retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Administrative Agent a commercially reasonable exercise of Lender's rights security interest in the Servicing Rights and remedies as a secured party with respect to the Lockbox Account proceeds related thereto and Cash Management Account and shall not in any event be deemed all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in other arrangement or other credit enhancement related to this Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Lockbox Account or Cash Management Account Bankruptcy Code. c. Seller agrees to effect a cure of any Event of Defaultexecute, or deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, the Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Seller shall pay the Debt, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure the full and punctual payment of the Debt payment, observance and performance of all obligations of Borrower now or hereafter existing under this Agreement the Secured Obligations, each Loan Party, respectively, hereby mortgages, pledges and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 assigns all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the foregoing 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 its right, title and interest in the Collateral to Agent, for the benefit of Lender in the Credit Parties, and grants to Agent, for the Lockbox Account benefit of the Credit Parties, a continuing security interest and Cash Management Account against collateral assignment in, and a continuing Lien upon, the claims and demands of all Persons whomsoeverCollateral. (b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validity, perfection and priority As additional security for all of the Secured Obligations, each Loan Party, respectively, grants to Agent, for the benefit of the Credit Parties, a security interest granted herein and collateral assignment in, and assigns to Agent, for the benefit of itself as Agent and the other Credit Parties, all of its right, title and interest in connection with the Lockbox Account and Cash Management Account. Borrower agrees that to, any deposits or other sums at any time credited by or due from each Credit Party and each Affiliate of any Credit Party to such Loan Party or credited by or due from time any participant of any Credit Party to timesuch Loan Party, with the same rights therein as if the deposits or other sums were credited by or due from such Credit Party, but specifically excluding any controlled disbursement payroll account or tax, trust or other special deposit accounts which are segregated and designated as such and into which no deposits have been made other than for the specific purposes so designated. Borrower hereby authorizes each Credit Party and each Affiliate of such Credit Party and each participant to pay or deliver to Agent, for the account of the Credit Parties, without any necessity on Agent's or any Credit Party part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the expense continuation of Borrowerany Event of Default with respect to any Secured Obligations which are due and payable, Borrower will promptly or on and duly execute and deliver all after the sending of any notice of intention to accelerate or notice of acceleration under SECTION 14.2 with respect to any other Secured Obligations, in each case without further instruments and documentsnotice (such notice being expressly waived), any of the aforesaid deposits or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and take all further actionthe rights given the Credit Parties, that their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. Agent 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 give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Credit Party, any such Affiliate of any Credit Party or participant for effectuation thereof, and each Loan Party hereby irrevocably appoints Agent as its attorney to collect any Permitted Investments) and all such deposits or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 other sums to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that extent any such application of funds shall payment is not cure or be deemed made to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all Agent or any portion of the Lockbox Account Credit Party by such Credit Party, Affiliate 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageparticipant.

Security Interest. As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (awhether as Seller or otherwise) To secure to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the full and terms thereof, including the punctual payment of when due to the Debt Investors, the Banks, the Investor Agents and performance the Program Agent hereunder of all obligations of Borrower now the Seller hereunder or hereafter existing under this Agreement thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Program Agent for its benefit and the other Loan Documentsratable benefit of the Investors, Borrower the Banks and the Investor Agents, and hereby grants to Lender the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a first-priority perfected security interest in the Lockbox Account and Cash Management Accountin, all 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 “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 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 Seller's right, title and interest of Lender in and to to: (A) the Lockbox Account Originator Purchase Agreement and 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 validityParent Undertaking, 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 (i) all rights of the Seller to any Permitted Investments) receive moneys due or to enable Lender become due under or pursuant to exercise such agreements, (ii) all security interests and enforce its property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such agreements, (iii) all rights and remedies hereunder. (c) During of the continuance Seller to receive proceeds of an Event of Defaultany insurance, Lender may exercise any indemnity, warranty or all of its rights and remedies as a secured party, pledgee and lienholder guaranty with respect to the Lockbox Account and Cash Management Account. Without limitation such agreements, (iv) claims of the foregoingSeller for damages arising out of or for breach of or default under such agreements, during and (v) the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any right of the following purposes: (A) repayment of the DebtSeller to compel performance and otherwise exercise all remedies thereunder, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all lossesReceivables, feeswhether now owned and existing or hereafter acquired or arising, costs the Related Security with respect thereto and expenses (the Collections and all other assets, including, without limitation, reasonable legal fees) suffered or incurred by Lender accounts, chattel paper, instruments and general intangibles (as a result those terms are defined in the UCC), including undivided interests in any of such Event of Default; the foregoing, (C) payment of any amount expended in exercising any or all rights the Lock-Box Accounts, the related lock-boxes and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; Program Agent Account and (D) payment to the extent not included in the foregoing, all proceeds of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each and all of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageforegoing.

Security Interest. (a) To secure On the full Purchase Date, Seller hereby sells, assigns and punctual payment of the Debt and performance of conveys to Buyer all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 the Purchased Assets to the Lockbox Account extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and Cash Management Account against purchases (other than for accounting and tax purposes) and not loans, in the claims event any such Transactions are deemed to be loans, and demands in any event, Seller, to the extent of all Persons whomsoever. (b) Borrower authorizes Lender its rights therein, hereby pledges on the date hereof to file any financing statement or statements required by Lender to establish or maintain Buyer as security for the validity, perfection and priority performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest granted herein in connection Seller’s rights, title and interest in the Purchased Assets, the Records, all Servicing Rights related to 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 Lockbox Account Facility Documents (to the extent such Facility Documents and Cash Management Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the Collection Account. Borrower agrees that at any time and from time to time, at the expense of BorrowerServicer Accounts, Borrower will promptly and duly execute and deliver all further instruments and documentsthe Securities Account, the Payment Account, the Servicing Agreements, and take all further actionany other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that may be necessary or desirable, or that Lender may reasonably request, in order the foregoing relates to perfect any Purchased Assets and protect any security interest granted or purported other assets relating to be granted hereby the Purchased Assets (including, without limitation, any security other accounts) or any interest in the Purchased Assets and to the Mortgage Loans, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any Permitted Investments) proceeds and distributions and any other property, rights, title or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 interests with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable“Repurchase Assets”); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each the generality of the remedial actions described foregoing and in the immediately preceding sentence shall be event that Seller is deemed to be retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a commercially reasonable exercise of Lender's rights security interest in the Servicing Rights and remedies as a secured party with respect proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the Lockbox Account and Cash Management Account and shall not in any event be deemed related Repurchase Date. The foregoing provision is intended to constitute a setoff security agreement or a foreclosure 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 a statutory banker's lienthe Bankruptcy Code. Nothing Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 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 shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBankruptcy Code.

Security Interest. (a) To secure the full and punctual payment of the Debt payment, observance and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan DocumentsSecured Obligations, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted InvestmentsBorrower, and all “proceeds” (as defined in each of the UCC as in effect in the state in which the Lockbox Account Guarantors, hereby mortgages, pledges and Cash Management Account are located or maintained) of any or assigns all of the foregoing. FurthermoreCollateral to the Lender and grants to the Lender a continuing Security Interest in, Borrower shall notand a continuing Lien upon, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any all 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 theretoCollateral. The Borrower will maintain and the Guarantors acknowledge that the security interest created and liens in the Collateral are held by this Section 10.3(a) as a first priority perfected security interest the Lender for the benefit of the Lender and will defend the right, title and interest any Affiliate of Lender in and which issues letters of credit or otherwise extends credit to the Lockbox Account and Cash Management Account against Borrower under the claims and demands terms of all Persons whomsoever. (b) Borrower authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the validitythis Agreement, 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 First Union National Bank of North Carolina, and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During upon the continuance occurrence of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation extent proceeds are realized from the disposition of the foregoingCollateral in accordance with the terms of this Agreement, during the continuance of an Event of Defaultproceeds shall be applied by Lender to the Secured Obligations, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal feesthe obligations of the Borrower to FUNBNC under the Guaranty and Reimbursement Agreement, in accordance with the terms of this Agreement. (b) suffered As additional security for all of the Secured Obligations, the Borrower and each of the Guarantors, grants to the Lender a Security Interest in, and assigns to the Lender all of the Borrower's and each of the Guarantors' right, title and interest in and to, any deposits or incurred other sums at any time credited by or due from the Lender or the Lender's Affiliates to the Borrower or the Guarantors with the same rights therein as a result if the deposits or other sums were credited by or due from the Lender. The Borrower, and each of such Event the Guarantors, hereby authorizes the Lender's Affiliates to pay or deliver to Lender, without necessity on the Lender's part to resort to other security or sources of Default; (C) payment reimbursement for the Secured Obligations, at any time upon the occurrence of any amount expended in exercising any Default and without further notice to the Borrower or all rights and remedies available to Lender at law or in equity or under this Agreement or under the Guarantors (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other Loan Documents; (D) payment sums for application of any item as required Secured Obligation, irrespective of whether any demand has been made or permitted under this Agreement; or (E) any whether such Secured Obligation is mature, and the rights given the Lender hereunder are cumulative with the Lender's other purpose permitted by applicable law; providedrights and remedies, however, that including other rights of set-off. The Lender will promptly notify the Borrower of its receipt of any such funds for application of funds shall to the Secured Obligations, but failure to do so will not cure affect the validity or be deemed to cure any Event of Defaultenforceability thereof. Without limiting any other provisions hereof, each The Lender may give notice of the remedial actions described above grant of a Security Interest in and assignment of the immediately preceding sentence shall be deemed aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any such Affiliate of the Lender for effectuation thereof, and the Borrower hereby irrevocably appoints the Lender as its attorney-in-fact to be a commercially reasonable exercise of Lender's rights collect any and remedies as a secured party with respect all such deposits or other sums to the Lockbox Account and Cash Management Account and shall extent any such payment is not in any event be deemed made to constitute a setoff the Lender by such Affiliate 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageparticipant.

Security Interest. (a) To secure On the full Purchase Date, Seller hereby sells, assigns and punctual payment of the Debt and performance of conveys to Buyer all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 the Purchased Assets to the Lockbox Account extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and Cash Management Account against purchases (other than for accounting and tax purposes) and not loans, in the claims event any such Transactions are deemed to be loans, and demands in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Persons whomsoever. Servicing Rights related to the Purchased Assets (bto the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, the Disbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) Borrower and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests 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 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, on or prior to the related Repurchase Date. 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 Lender Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the filing costs for any financing statement or statements required by Lender prepared pursuant to establish or maintain the validity, perfection and priority this Section 8. The grants of the security interest granted herein set forth 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed Section are intended to constitute a setoff security agreement or a foreclosure of a statutory banker's lien. Nothing in this other arrangement or other credit enhancement related to the Agreement shall obligate Lender to apply all or any portion and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageBankruptcy Code.

Security Interest. (a) To secure On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the full and punctual payment of Purchased Mortgage Loans identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other Loan Documentsthan as set forth in Section 21 for U.S. tax purposes), Borrower in the event any such Transactions are deemed to be loans, and in any event each Seller hereby grants pledges to Lender Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a first-fully perfected first priority perfected security interest in in: (i) the Lockbox Account Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Cash Management Accountsuch Seller’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 Purchased Mortgage Loan; (vii) any Servicing Rights, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan; (viii) all interestinsurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, cashincluding but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts, checks, drafts, certificates VA Loan Guaranty Agreements and instruments, RD Loan Guaranty Agreements (if any, from time including, for the avoidance of doubt, all debenture interest payable to time deposited or held thereinHUD on account of a ▇▇▇▇▇▇ ▇▇▇ Early Buyout Loan); (ix) any Income relating to any Purchased Mortgage Loan; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; 45 (xiv) any other contract rights, accounts (including any interest of such Seller in escrow accounts) and all amounts invested in Permitted Investmentsany other payments, and all “proceeds” rights to payment (as defined in including payments of interest or finance charges) to 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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Mortgage Loan; (xv) 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 other assets relating to the Lockbox Account and 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 Purchased Mortgage Loans (including, without limitation, any security other accounts) or any interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.the Purchased Mortgage Loans; (cxvi) During the continuance of an Event of Defaultchattel paper (including electronic chattel paper), Lender may exercise any or all of its rights and remedies as a secured partyinstruments (including promissory notes), pledgee and lienholder with respect documents, investment property, general intangibles (including payment intangibles) in each case to the Lockbox Account extent that the foregoing specifically relates to the Purchased Mortgage Loans; and (xvii) together with all accessions and Cash Management Account. Without limitation additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for in all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect instances to the Lockbox Account extent that the foregoing specifically relates to the Purchased Mortgage Loans and Cash Management Account whether now owned or hereafter acquired, now existing or hereafter created 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 wherever located (collectively, 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage“Repurchase Assets”).

Security Interest. (a) To secure the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Documents, Borrower 4.1 Assignor hereby grants to Lender Factor as collateral, to secure all of the debts, liabilities and obligations of Assignor to Factor under this Agreement, including all costs and expenses incurred by Factor in connection with the enforcement of its rights under this Agreement, a first-priority perfected security interest in the Lockbox Account following property of Assignor: (a) all Accounts (except for the Excluded Account), wherever located or situated, and Cash Management Accountwhether now existing or arising in the future, and whether now owned or at any time in the future acquired by Assignor, together with all interestproceeds and monies due or becoming due on such Accounts; all guaranties, cashinsurance and security for such Accounts; all security reserves related to such Accounts; all of Assignor’s rights and interests in the goods giving rise to such Accounts, checksand the rights associated with or related or pertaining to such goods, drafts, certificates including without limitation the right of stoppage in transit and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsrelated insurance, any items substituted therefore as replacements and all additions thereto; (b) all of Assignor’s chattel paper, instruments, general intangibles, securities, contract rights and insurance associated with or related to the Accounts; (c) all equipment, inventory, and deposit accounts; and (d) all “proceeds” (proceeds of any of the foregoing Accounts, property, rights and interests. Factor in its own name, or Factor’s collateral agent Electus 116 Trust in its name as defined in the UCC agent of Factor, may file financing statements and all amendments thereto describing as in effect in the state in which the Lockbox Account and Cash Management Account are located or maintained) of collateral any or all of the foregoing. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign foregoing collateral by any description Factor or grant its collateral agent deems appropriate in any jurisdiction or office Factor or its collateral agent deems appropriate to perfect Factor’s security interest in foregoing collateral. 4.2 In the event of Assignor’s breach of any warranty made in this Agreement or the Assignor’s failure to observe or perform any of the foregoing provisions or permit obligations of this Agreement, Assignor shall be in default, and Factor may enforce payment and exercise 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 Lockbox Account and 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation provided by Article 9 of the foregoingUniform Commercial Code. In addition, during upon default by Assignor, Factor shall also have the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under take all actions necessary to collect the MortgageAccounts directly from the Account Debtors.

Security Interest. (a) To secure Additional Borrower agrees that it is a Borrower, jointly and severally with Borrower, under the full and punctual payment of the Debt and performance of all obligations of Borrower now or hereafter existing under this Financing Agreement and the other Loan DocumentsDocuments and is bound by all of the provisions thereunder, as if Additional Borrower hereby had executed the Financing AQUA Assumption Agreement (8K-exhibit 10 1).doc Agreement and the other Loan Documents together with Borrower, including, without limitation, the granting of the security interests thereunder. In furtherance of the foregoing, Additional Borrower transfers and assigns to Lender for its benefit and the benefit of its Affiliates, and grants to Lender Lender, subject to Permitted Liens, a first-first priority perfected Lien on and first security interest in all of Additional Borrower's personal property, including, without limitation, the Lockbox Account following Property and Cash Management Accountinterest in Property of Additional Borrower whether now owned or existing or hereafter created, acquired or arising and wheresoever located. (i) All Receivables; (ii) all interestproperty, cashand the proceeds thereof, checks, drafts, certificates and instruments, if any, from time now or hereafter held or received by or in transit to time deposited Lender or held thereinby others for Lender's account, including any and all amounts invested in Permitted Investmentsdeposits, balances, sums and credits of Additional Borrower with, and any and all claims of Additional Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all “proceeds” other insurance and all guarantees relating to the Receivables or other Collateral, (as defined in iv) all books, records and other general intangibles evidencing or relating to Receivables or other Collateral and the UCC as in effect in computer hardware and software and media containing such books and records; (v) all deposits, or other security for the state in which the Lockbox Account and Cash Management Account are located or maintained) obligation of any person under or relating to Receivables, all of the foregoing. Furthermore, Borrower shall not, without obtaining Additional Borrower's rights and remedies of whatever kind or nature it may hold or acquire for the prior written consent purpose of Lender, further pledge, assign securing 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(aenforcing Receivables; (vi) as a first priority perfected security interest and will defend the all right, title and interest of Lender the Additional Borrower in and to the Lockbox Account and 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 desirablegoods relating to, or that Lender may reasonably requestwhich by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all goods described in order copies of invoices delivered by Additional Borrower to perfect Lender; all rights of stoppage in transit, replevin, repossession and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in reclamation and to any Permitted Investments) or to enable Lender to exercise and enforce its all other rights and remedies hereunder. (c) During the continuance of an Event unpaid vendor or lienor, and all proceeds of Defaultany Letter of Credit naming Additional Borrower as beneficiary and which provides for, Lender may exercise any guarantees or all of its rights and remedies as a secured party, pledgee and lienholder with respect to assures the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any Receivable; (vii) all accounts, instruments, chattel paper, documents, general intangibles, deposit accounts, investment property and letter of credit rights, whether or all rights and remedies available to Lender at law or in equity or under this Agreement or under any not arising out of the sale of goods or rendition of services, and including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (viii) all Equipment; and AQUA Assumption Agreement (8K-exhibit 10 1).doc (ix) all proceeds of such Collateral, in any form, including cash, non-cash items, checks, notes, drafts and other Loan Documents; (D) instruments for the payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgagemoney.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) To secure provided, however, that the full parties intend to treat the Transactions as Indebtedness for accounting and punctual payment tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of the Debt Obligations and performance of all obligations of Borrower now or hereafter existing under this Agreement hereby grants, assigns and the other Loan Documents, Borrower hereby grants pledges to Lender Buyer a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Mortgage Loans, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Records, and all “proceeds” related servicing rights, the Repurchase Documents (as defined to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, the Settlement Account, the Disbursement Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (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 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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Mortgage Loan and 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 other assets relating to the Lockbox Account and 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 Purchased Mortgage Loans (including, without limitation, any security 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 Sellers or its Affiliates on the one hand and to the Buyer and the Buyer’s Affiliates on the other, and any Permitted Investmentsproceeds (including the related securitization proceeds) and distributions and any other property, rights, title or to enable Lender to exercise interests as are specified on a Trust Receipt and enforce its rights Mortgage Loan Schedule and remedies hereunder. (c) 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 Exception Report with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default“Repurchase Assets”). Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, Lender at its option, may use deem appropriate. The Sellers shall pay the Lockbox Account and Cash Management Account filing costs for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable financing statement or statements prepared pursuant to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. (a) To secure As security for the full prompt and punctual complete payment of the Debt and performance of all obligations of Borrower now the Liabilities when due or hereafter existing under this Agreement and the other Loan Documentsdeclared due, Borrower hereby grants grants, pledges, conveys and transfers to Lender a first-priority perfected continuing security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Borrower’s right, title and interest of Lender in and to the Lockbox Account following property and Cash Management Account against interests in property, whether now owned or existing or hereafter owned, arising or acquired, and wheresoever located (collectively, the claims and demands of “Collateral”): (a) 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’s accounts receivable, 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 Accounts and Health-Care-Insurance Receivables (each as defined in and to any Permitted Investmentsthe Code), (b) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured partyBorrower’s General Intangibles, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal feesGeneral Intangibles related to accounts receivable and money; (c) suffered all of Borrower’s Deposit Accounts and other deposit accounts (general or incurred special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits, including without limitation, any and all lease deposit accounts with Lender; (d) all of Borrower’s contracts, licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, and any and all other property and interests in property of Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of Lender or any agent or Affiliate thereof in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of and in addition to Lender’s rights of setoff (which Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Lender as a result of such Event of Defaultto Borrower; (Cg) payment all insurance proceeds of any amount expended in exercising any or all rights and remedies available relating to Lender at law or in equity or under this Agreement or under any of the other Loan Documentsforegoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of Borrower; (Dh) payment all proceeds and profits derived from the operation of any item as required or permitted under this AgreementBorrower’s business; or (Ei) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 Borrower’s books and remedies under this Agreement or under records, computer printouts, manuals and correspondence relating to any of the other Loan Documents shall not in foregoing and to Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any way prejudice or affect Lender's right to initiate and complete a foreclosure under of the Mortgageforegoing.

Security Interest. (ai) To secure On each Purchase Date, Seller hereby sells, assigns and conveys to Administrative Agent for the full benefit of Buyers all of its rights and punctual payment of interests in the Debt and performance of Purchased Assets (including all obligations of Borrower now or hereafter existing under this Agreement Underlying Assets) and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other Loan Documentsthan for accounting and tax purposes) and not loans, Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to Lender Administrative Agent for the benefit of Buyers as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a first-fully perfected first priority perfected security interest in the Lockbox Account and Cash Management AccountPurchased Assets, all interestthe Underlying Assets, cashthe Loan Records, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted Investmentsthe Servicing Records, and all “proceeds” Servicing Rights related to the Purchased Assets and Underlying Assets, the Facility Documents (as defined to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets and Underlying Assets), any Property relating to the Purchased Assets, any Underlying Asset or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Underlying 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 the Purchased Assets and any Underlying Asset, all Pledged Accounts, any Hedge Agreements relating to the Purchased Assets and any Underlying Asset, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to 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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that 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 relates to the Lockbox Account Purchased Assets and Cash Management Account against any Underlying Asset and any other assets relating to the claims Purchased Assets 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 Underlying Asset (including, without limitation, any security other LEGAL02/44639412v17 accounts) or any interest in the Purchased Assets and to the Underlying Assets, and any Permitted Investments) proceeds or to enable Lender to exercise distributions and enforce its rights any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and remedies hereunder. (c) During the continuance of an Event of Default, Lender may exercise any or all of its rights Asset Schedule and remedies as a secured party, pledgee and lienholder Exception Report with respect to the Lockbox Account and Cash Management Account. Without limitation any of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the continuance of an Event of Default“Seller Repurchase Assets”). (ii) In order to further secure the Obligations hereunder, Lender may use the Lockbox Account and Cash Management Account for any each of the following purposes: (A) repayment Asset Subsidiary and the Trustee, not in its individual capacity but solely as Trustee of the DebtAsset Subsidiary, includingto the extent of Asset Subsidiary’s rights therein or Trustee’s rights therein not individually but solely as Trustee on behalf of Asset Subsidiary, as applicable, hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a first priority security interest in the rights, title, and interest of the Asset Subsidiary and Trustee (not individually but solely as Trustee on behalf of the Asset Subsidiary), as applicable, in the Asset Subsidiary Owned Assets, the Loan Records, the Servicing Records, and all Servicing Rights related to the Asset Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and rights of the Asset Subsidiary and Trustee not individually but solely as Trustee on behalf of Asset Subsidiary, as applicable, thereunder relate to the Asset Subsidiary Owned Assets), any Property relating to any Asset Subsidiary Owned Asset, or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Asset Subsidiary Owned Asset or the related Mortgaged Property, including but not limited toto any payments or proceeds under any related primary insurance or hazard insurance, principal prepayments any Income relating to any Asset Subsidiary Owned Asset, all Pledged Accounts, any Hedge Agreements relating to any Asset Subsidiary Owned Asset, and the prepayment premium applicable to such full or partial prepayment any other contract rights, accounts (including any interest of Asset Subsidiary and Trustee not individually but solely as Trustee on behalf of Asset Subsidiary, as applicable); , in escrow accounts) and any other payments, rights to payment (Bincluding payments of interest or finance charges) reimbursement of Lender for and general intangibles and all losses, fees, costs proceeds to the extent that the foregoing relates to any Asset Subsidiary Owned Asset and expenses any other assets relating to any Asset Subsidiary Owned Asset (including, without limitation, reasonable legal feesany other accounts) suffered or incurred by Lender any interest in the Asset 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 result Confirmation and/or Trust Receipt and Asset 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 “Asset Subsidiary Repurchase Assets”). (iii) In order to further secure the Obligations hereunder, the Servicer, to the extent of its rights therein, hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance of its Obligations and hereby grants, assigns and pledges to Administrative Agent for the benefit of Buyers a first priority security LEGAL02/44639412v17 interest in the rights, title, and interest of the Servicer in the Underlying Assets, the Loan Records, the Servicing Records, and all Servicing Rights related to the Underlying Assets, , the Facility Documents (to the extent such Event Facility Documents and rights of Default; the Servicer thereunder relate to the Underlying Assets), any Property relating to any Underlying Asset, or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Asset, any Take-out Commitments relating to Agency Security relating to any Underlying Assets to the extent assignable, all Agency Securities related to Pooled Loans that are Purchased Assets, all insurance policies and insurance proceeds relating to any Underlying 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 Asset, all Pledged Accounts, any Hedge Agreements relating to any Underlying Asset, and any other contract rights, accounts (Cincluding any interest of Servicer in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles and all proceeds to the extent that the foregoing relates to any amount expended Underlying Asset and any other assets relating to any Underlying Asset (including, without limitation, any other accounts) or any interest in exercising the Underlying 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 Schedule and Exception Report with respect to any of the foregoing, in all rights instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicer Repurchase Assets” and, collectively with the Seller Repurchase Assets and remedies available the Asset Subsidiary Repurchase Assets, the “Repurchase Assets”). (iv) To the extent that, subject to Lender at law or Seller Parties’ satisfaction of the Obligations hereunder, any of the Seller Parties subsequently conveys, sells and/or distributes in equity or under this Agreement or under kind any Asset Subsidiary Owned Asset to any of the other Loan Documents; Seller Parties prior to the Repurchase Date of such Asset Subsidiary Owned Asset, each acknowledges that such conveyance, sale and/or distribution in kind of Asset Subsidiary Owned Assets is subject to the Lien of Administrative Agent created hereby and on the applicable Purchase Date. (Dv) payment To the extent that, subject to Seller Parties’ satisfaction of the Obligations hereunder, any item of the Seller Parties subsequently conveys, sells and/or distributes in kind any Asset Subsidiary Owned Asset to any of the other Seller Parties prior to the Repurchase Date of such Asset Subsidiary Owned Asset, the parties acknowledge and agree that each Seller Party, as required applicable, (A) is acquiring the Asset Subsidiary Owned Assets and Underlying Assets subject to and subordinate to Administrative Agent’s security interest, (B) is granting a Lien to Administrative Agent as partial consideration for the acquisition of such Asset Subsidiary Owned Assets and Underlying Assets from another of the Seller Parties hereto or permitted under this in consideration of the proceeds of the Transaction from the Buyers and (C) hereby grants, assigns and pledges all rights and interests to Administrative Agent as security for the performance of the Obligations hereunder. LEGAL02/44639412v17 (vi) Each Seller Party acknowledges that it has no rights to service the Underlying Asset but only has rights as a party to the current Servicing Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each the generality of the remedial actions described foregoing and in the immediately preceding sentence shall be event that any Seller Party is deemed to be retain any residual Servicing Rights, and for the avoidance of doubt, such Seller Party grants, assigns and pledges to Administrative Agent a commercially reasonable exercise 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. (vii) The grants of Lender's rights and remedies as a secured party security interests set forth in this Section 8(a), including, without limitation, the security interests granted by the Asset Subsidiary with respect to the Lockbox Account Asset Subsidiary Owned Assets and Cash Management Account by the Seller Parties with respect to the Servicing Rights and shall not in any event be deemed proceeds related thereto, are intended to constitute a setoff security agreement or a foreclosure other arrangement or other credit enhancement related to this Agreement and transactions hereunder as defined under Section 741(7)(A)(xi) of a statutory banker's lienthe Bankruptcy Code. (viii) Each Seller Party and Trustee hereby authorizes Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as Administrative Agent at its option, may deem appropriate, subject to Seller’s prior review and written approval. Nothing Furthermore, each Seller Party and Trustee hereby authorizes Administrative Agent to file financing statements relating to the Repurchase Assets, as Administrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or, solely with respect to the Trustee, “all assets of Debtor/Asset Subsidiary and all assets held in trust not in its individual capacity but solely as owner trustee by Debtor/Trustee under that certain Amended and Restated Trust Agreement, dated as of October 30, 2024, between ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC and Debtor/Trustee, as owner trustee, including without limitation the Trust Assets, in all instance, whether now owned or hereafter acquired, now existing or hereafter created and wherever located” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement Agreement. Seller 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, filing costs for any financing statement or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under statements prepared pursuant to this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageSection 8.

Security Interest. As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (awhether as Seller or otherwise) To secure to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the full and terms thereof, including the punctual payment of the Debt and performance when due of all obligations of Borrower now the Seller hereunder or hereafter existing under this Agreement thereunder, whether for indemnification payments, principal and interest on the Cash Secured Advances, Yield, Capital, fees, expenses or otherwise, the Seller hereby assigns to the Agent for its benefit and the other Loan Documentsratable benefit of the Investors and the Banks, Borrower and hereby grants to Lender the Agent for its benefit and the ratable benefit of the Investors and the Banks, a first-priority perfected security interest in the Lockbox Account and Cash Management Accountin, all 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 “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 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 Seller’s right, title and interest of Lender in and to (A) the Lockbox Account Originator Purchase Agreement and Cash Management Account against the claims and demands of Undertaking (Originator), including, without limitation, (i) 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 rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), (ii) all security interest granted herein in connection with the Lockbox Account interests and Cash Management Account. Borrower agrees that at any time and property subject thereto from time to timetime purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertaking (Originator), at (iii) all rights of the expense Seller to receive proceeds 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 insurance (including, without limitation, any security interest in and the right to any Permitted Investments) receive Insurance Proceeds), indemnity, warranty or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) 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 guaranty with respect to the Lockbox Account and Cash Management Account. Without limitation Originator Purchase Agreement or the Undertaking (Originator), (iv) claims of the foregoingSeller for damages arising out of or for breach of or default under the Originator Purchase Agreement or the Undertaking (Originator), during and (v) the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any right of the following purposes: (A) repayment of the DebtSeller to compel performance and otherwise exercise all remedies thereunder, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all lossesReceivables, feeswhether now owned and existing or hereafter acquired or arising, costs the Related Security with respect thereto and expenses (the Collections and all other assets, including, without limitation, reasonable legal fees) suffered or incurred by Lender accounts, chattel paper, goods, instruments and general intangibles (as a result those terms are defined in the UCC), including undivided interests in any of such Event of Default; the foregoing, (C) payment of the Lock-Boxes and Deposit Accounts, and any amount expended funds on deposit in exercising any or all rights such account, and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment to the extent not included in the foregoing, all proceeds of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each and all of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageforegoing.

Security Interest. (a) To secure As security for the full Secured Obligations and punctual payment of Grantor's other obligations under the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement and the other Loan Charter Documents, Borrower Grantor hereby grants to Lender Secured Party for the benefit of Beneficiary a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “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 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 Lockbox Account and 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 lien upon (hereinafter referred to as the "Security Interest") the following described personal property (whether now owned by Grantor or existing or hereafter arising or acquired by Grantor) and in all proceeds (including cash proceeds, insurance proceeds and proceeds of proceeds) of such property in any Permitted Investments) form (hereinafter collectively referred to as the "Collateral"): a. All engines, boilers, machinery, masts, anchors, cables, spars, rigging, tackle, apparel, furniture, fittings, boats, chains, equipment, fixtures and all other appurtenances of Grantor appertaining and belonging to either of the Collateral Vessels or to enable Lender the "M.G. Hulme, Jr.", the vessel leased by Grantor under the Ch▇▇▇▇▇ (▇▇▇ "Charter Vessel"), whether aboard or removed from the Collateral Vessels or the Charter Vessel, together with all additions, improvements, and/or replacements thereto or thereof, and not otherwise subject to exercise and enforce its rights and remedies hereunderthe Mortgages (collectively, the "Appurtenances"). (c) During b. Grantor's interest in all casualty, liability, property, indemnity, hull, war risk, pollution and marine insurance policies, and Grantor's interest in all proceeds thereof and payments thereunder, relating to either of the continuance of an Event of Default, Lender may exercise any Collateral Vessels or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account Charter Vessel. c. All of Grantor's accounts, general intangibles and Cash Management Account. Without limitation contract rights consisting of or relating to all present and future drilling contracts, charters, subcharters and other agreements providing for the possession, use or employment of the Charter Vessel or of either of the Collateral Vessels (any agreements relating to the foregoing are referred to hereinafter collectively as "Contracts") and all rights to payment under any of the foregoing, during the continuance whether for hire, indemnity, damages or otherwise. d. Grantor's interest in all sums otherwise earned or to be earned of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any or from either of the following purposes: (A) repayment of Collateral Vessels or the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the MortgageCharter Vessel.

Security Interest. (a) To secure On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the full and punctual payment of Purchased Assets identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other Loan Documentsthan as set forth in Section 20 for U.S. tax purposes), Borrower in the event any such Transactions are deemed to be loans, and in any event Seller hereby grants pledges to Lender Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a first-fully perfected first priority perfected security interest in: (i) the Purchased Assets; (ii) the Records related to the Purchased Assets; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the Lockbox Account and Cash Management Account, all 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 “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 prior written consent of Lender, further pledge, assign or grant any security interest in any of extent that the foregoing or permit relates to any Lien to attach thereto or Purchased Asset; (xiv) 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 other assets relating to the Lockbox Account and 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 Purchased Assets (including, without limitation, any security other accounts) or any interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder.the Purchased Assets; (cxv) During the continuance of an Event of Defaultaccounts, Lender may exercise chattel paper (including electronic chattel paper), goods (including inventory and equipment and any or all of its rights accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and remedies as a secured party, pledgee and lienholder with respect software) in each case related to the Lockbox Account Purchased Assets; and (xvi) together with all accessions and Cash Management Account. Without limitation additions thereto, substitutions and replacements therefor, and all products and proceeds of the foregoing, during in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable“Repurchase Assets”); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) To secure the full performance and punctual payment of the Debt Indebtedness and performance all of all Borrower's existing and future obligations of Borrower now to Lender whether arising under or hereafter existing under related to this Agreement and the other Loan Documentsor otherwise, Borrower hereby grants to Lender a first-priority perfected continuing security interest in and to all of the Lockbox Account following property of Borrower, whether now owned or existing or hereafter arising or acquired and Cash Management Accountregardless of where located: Contracts; Contract Debtor Documents; Contract Rights; payments from Contract Debtor bank accounts; chattel paper; leases; installment sale contracts; installment loan contracts; payments from chattel paper obligors; security deposits; Motor Vehicles (including but not limited to cars and trucks); certificates of title; contract purchase discounts; accounts; general intangibles; security interests; collateral securing chattel paper; dealer agreements; dealer reserves and rate participation (to the extent that Borrower has an assignable interest therein); rights of Borrower related to installment contracts, all interestmotor vehicles, cashand collateral securing chattel paper; documents; instruments; deposit accounts; electronic funds transfers, checksequipment; inventory; parts and accessories for motor vehicles; payments from account debtor bank accounts; reserve accounts; insurance policies, draftsand benefits and rights under insurance policies, certificates and instrumentswhich Borrower is solely or jointly the owner of, if anyinsured under, from time to time deposited the lienholder or held thereinloss payee under, any and all amounts invested in Permitted Investmentsor the beneficiary of, and all “proceeds” (as defined payments and property of any kind, now or at any time or times hereafter, in the UCC as in effect in possession or under 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 prior written consent control of Lender, further pledgeor a bailee of Lender; accessions to, assign or grant any security interest in substitutions for and all replacements, products and proceeds of, 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 property; and will defend the right, title books and interest of Lender in and to the Lockbox Account and 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 records (including, without limitation, financial statements, accounting records, customer lists, credit files, computer programs, electronic data, print-outs and other computer materials and records) of Borrower pertaining to any of the foregoing property. The granting of the security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During this Agreement does not disrupt the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation continuity of the foregoing, during the continuance of an Event of Default, existing security interest previously granted to Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise Prior Agreement); it merely continues the existing security interest. If before the execution of Lender's rights and remedies as a secured party with respect this Agreement Lender released its security interest in property of the Borrower or consented to the Lockbox Account and Cash Management Account and shall Borrower granting a security interest in its property to another Person, this Section 6.0 does 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 change the provisions of the Lockbox Account release 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageconsent.

Security Interest. (a) To secure the full and punctual payment timely repayment of the Debt principal of, and performance of all obligations of Borrower now or hereafter existing under this Agreement and interest on, the other Loan Documents, Borrower hereby grants to Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all interest, cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held therein, any and all amounts invested in Permitted InvestmentsAdvances, and all “proceeds” (other Obligations of the Borrower to any Secured Party, and the prompt performance when due of all covenants of the Borrower hereunder and under any other Transaction Document, whether existing or arising as defined in of the UCC as in effect in Closing Date or thereafter, due or to become due, direct or indirect, the state in which Borrower hereby pledges and grants to the Lockbox Account Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in, and Cash Management Account are located or maintained) of any or assignment of, all of the foregoing. FurthermoreBorrower’s rights, Borrower shall nottitles and interests in, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any to and under all of the foregoing following, whether owned, existing or permit any Lien arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited 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 all right, title and interest of Lender the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and against the Lockbox Securities Intermediary, in its capacity as owner of record of the Pledged Policies, and the Custodian; the Collection Account, the Reserve Account, the Payment Account, the Policy Account and Cash Management Account against any other account of the claims Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and demands related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal of all Persons whomsoever.the Borrower. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Advances under any other Transaction Document. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 7 of 68 (b) The Borrower authorizes Lender to shall file any such financing statement or statements required by Lender to establish or maintain the validitystatements, 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 such agreements, certificates and documents, and take all further actionsuch other actions, that may be necessary or desirableas the Administrative Agent requests, or that Lender may reasonably requestin each case, in order to perfect and perfect, evidence or protect any the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or purported prior to each Advance Date, the Borrower shall have delivered or caused to be granted hereby delivered, or shall deliver or cause to be delivered, completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (including5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, without limitationas its irrevocable attorney-in-fact and otherwise, any security interest the right, in the Administrative Agent’s sole and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) During absolute discretion, following the continuance occurrence of an Event of Default, Lender may exercise to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or all on behalf of its rights and remedies as a secured partythe Borrower or otherwise obtained by the Administrative Agent, pledgee and lienholder with respect to the Lockbox Account applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest and Cash Management Accountis irrevocable. Without limitation The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the foregoingBorrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral, upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, Lender may use and agrees that the Lockbox Account and Cash Management Account Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the following purposes: Administrative Agent. (Ac) repayment Upon the receipt of the Debtrelated Net Proceeds by the Lenders after the sale of a Pledged Policy pursuant to Section 2.7, includingthe security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released. Upon the indefeasible repayment in full of all of the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, but not limited to(i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, principal prepayments and the prepayment premium applicable to promptly upon written request, such full releases or partial prepayment (assignments, as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender to take such other actions as a result of such Event of Default; (C) payment of any amount expended the Borrower shall reasonably request in exercising any or all rights and remedies available writing in order to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that evidence any such application release. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 8 of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.68

Security Interest. (a) To Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the full and punctual payment of the Debt and performance by Seller of all obligations of Borrower now or hereafter existing its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Loan Transaction Documents, Borrower Seller hereby pledges, assigns, transfers and grants to Lender Buyer a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all 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 “proceeds” (as defined in the UCC as in effect in the state Mortgage Assets in which the Lockbox Account Seller has rights or power to transfer rights and Cash Management Account are located or maintained) of any or all of the foregoingMortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. Furthermore, Borrower shall not, without obtaining “Mortgage Assets” means (i) the 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 Purchased Mortgage Loans 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 Lockbox Account and 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 Transactions hereunder (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) 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 Servicing Rights with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoingthereto), during the continuance of an Event of Default(ii) all Servicing Records, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the DebtLoan Eligibility Files, includingAsset Files, but not limited toMortgage Loan Documents, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal feesthe 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) suffered or incurred by Lender as a result all Liens securing repayment of such Event of Default; Purchased Mortgage Loans, (Civ) 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 purpose permitted by applicable law; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party Income with respect to such Purchased Mortgage Loans, (v) the Lockbox Accounts, (vi) the Takeout Commitments to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent specifically relating to the 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 Cash Management all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection 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 (ix) all or any portion proceeds of the Lockbox Account or Cash Management Account foregoing including, without limitation, all MBS and the right to effect a cure of any Event of Defaulthave and receive such MBS when issued, or to pay the Debtthat are, in whole or in any specific order part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, irrespective of prioritywhether such Purchased Mortgage Loans have been released from this security interest. The exercise Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of any or all of Lender's rights filing financing statements and remedies amendments under this Agreement or under any the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the other Loan Documents shall not Mortgages as and when required by Buyer in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgageits reasonable discretion.

Security Interest. (a) To secure On each Purchase Date and Additional Advance Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interests in the full and punctual payment of Purchased Mortgage Loans identified on the Debt and performance of all obligations of Borrower now or hereafter existing under this Agreement 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 loans (other Loan Documentsthan as set forth in Section 21 for U.S. tax purposes), Borrower in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants grants, assigns and pledges to Lender Buyer, as security for the performance by Seller of its Obligations, a first-fully perfected first priority perfected security interest in (i) the Lockbox Account Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Cash Management Seller’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 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 but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (viii) any Income relating to any Purchased Mortgage Loan; (ix) the Collection Account; (x) any other contract rights, all interestaccounts (including health-care-insurance receivables); (xi) any interest of Seller in escrow accounts and any other payments, cashrights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans and general intangibles to the extent that the foregoing relate to any Purchased Mortgage Loan; (xii) any other assets relating to the Purchased Mortgage Loans (including, checkswithout limitation, draftsany other accounts), certificates (xiii) any interest in the Purchased Mortgage Loans; (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 instrumentsequipment 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, from time to time deposited any (whether or held therein, any not the letter of credit is evidenced by a writing); (xx) securities and all amounts invested in Permitted Investmentsother investment property; money, deposit accounts, and any other contract rights or rights to the payment of money; (xxi) general intangibles constituting or related to the Purchased Mortgage Loans (including payment 44 USActive 53515649.19USActive 59021579.8 intangibles and software) together with all “proceeds” accessions and additions thereto and substitutions and replacements therefor; (xxii) all Purchased Assets (as defined in the UCC as Bond Repurchase Agreement) or other collateral pledged under the Bond Repurchase Agreement; and (xxiii) all products and proceeds related to the Purchased Mortgage Loans and Purchased Assets, in effect all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Related Purchased Mortgage Loans”). Seller acknowledges that it has sold the Purchased Mortgage Loans to Buyer 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 state 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 which all Servicing Rights related to the Lockbox Account Purchased Mortgage Loans and Cash Management Account are located all proceeds related thereto and in all instances, whether now owned or maintainedhereafter 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 any or all of the foregoingBankruptcy Code. Furthermore, Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any 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 foregoing related Repurchase Price of such Purchased Mortgage Loan, which termination shall occur automatically and without further notice or permit any Lien consent. Following termination of the security interest as specified in this Section 8, on written request of Seller, Buyer shall deliver to attach thereto Seller such UCC termination statements (or any levy authorize Seller to file the same) and other release documents as may be made thereon required in order to terminate a security interest or any 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 Financing Statements 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 with respect thereto. Borrower will in such locations as may be necessary to perfect and 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 Lockbox Account and 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 hereby, 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 Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time security interests granted pursuant 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) During the continuance of an Event of Default, Lender may exercise any or all of its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, during the continuance of an Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that any such application ▇▇▇▇▇▇ authorizes the filing of funds UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cure or be deemed to cure cause any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall Purchased Mortgage Loan that is 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 other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.evidenced by an