Common use of Assignment and Conveyance Clause in Contracts

Assignment and Conveyance. (a) For the purpose of securing the payment of the Series 2020 Bonds, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its right, title and interest in and to the Real Property, the Project Facilities, the Facilities Agreement, the Sub-Base Lease, or the Revenues. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds which was filed at the time of the issuance thereof, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder. With respect to any of the Trust Estate in which a security interest is not perfected by the filing of a financing statement, the Corporation consents and agrees to undertake, and the Trustee agrees to cooperate fully with the Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Agreement, the Trustee may exclusively rely on the County to operate the Project Facilities and the Real Property in compliance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such compliance. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. (a) For the purpose of securing the payment of the Series 2020 BondsNotes, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its right, title and interest in and to the Real Property, the Project Facilities, the Facilities Agreement, the Sub-Base Lease, or the Revenues. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds Notes which was filed at the time of the issuance thereof, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder. With respect to any of the Trust Estate in which a security interest is not perfected by the filing of a financing statement, the Corporation consents and agrees to undertake, and the Trustee agrees to cooperate fully with the Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Agreement, the Trustee may exclusively rely on the County to operate the Project Facilities and the Real Property in compliance accordance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceRegulations. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (ax) For the purpose of securing the payment all of the Series 2020 Bonds, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its right, title and interest in of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Seller’s Purchase and Warranties and Interim Servicing Agreement dated as of May 1, 2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Real PropertyMortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Project FacilitiesCompany shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE3 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of August 1, 2006 (the Facilities “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the Sub-Base Lease“Master Servicer” or “Trust Administrator”), or HomEq Servicing Corporation as servicer and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Revenues. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (Pooling Agreement, the “UCCTrustee”). The intent Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Corporation is to provide Mortgage Loans, (ii) the Company shall look solely to the Trustee, Trust for performance of any obligations of the Assignor insofar as they relate to the fullest extent that enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto)Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 enforcement of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing document delivery requirements and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement remedies with respect to each Uniform Commercial Code financing statement relating breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Series 2020 Bonds which was filed at Mortgage Loans, and (iv) all references to the time Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the issuance thereofPurchaser, in such manner and in such places only insofar as they relate to the initial filings were made, provided that a copy enforcement of the filed original financing statement is timely delivered representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Trustee. The Corporation Mortgage Loans, shall be responsible for deemed to refer to the customary fees Trust (including the Trustee and the reasonable costs (including attorneys’ feesServicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, costs and expensesmodify, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder. With respect to waiver, or otherwise alter any of the Trust Estate terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in which a security interest is not perfected by any way affect the filing of a financing statement, Mortgage Loans or the Corporation consents and agrees to undertake, and Company’s performance under the Trustee agrees to cooperate fully Purchase Agreement with the Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted respect to the Trustee in Mortgage Loans without the Trust Estate. During the term prior written consent of the Facilities Agreement, the Trustee may exclusively rely on the County to operate the Project Facilities and the Real Property in compliance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceTrustee. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. (a) For the purpose of securing the payment of the Series 2020 2015 Bonds, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its right, title and interest in and to the Real Property, the Project Facilities, the Facilities Agreement, the Sub-Base Lease, or the Revenues. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County City or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 2015 Bonds which was filed at the time of the issuance thereof, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder. With respect to any of the Trust Estate in which a security interest is not perfected by the filing of a financing statement, the Corporation consents and agrees to undertake, and the Trustee agrees to cooperate fully with the Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Agreement, the Trustee may exclusively rely on the County City to operate the Project Facilities and the Real Property in compliance accordance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceLaws. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. (a) For the purpose of securing the payment of the Series 2020 Bonds2018 Bond, the Corporation has provided the Trustee Purchaser with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the TrusteePurchaser, of any of its right, title and interest in and to the Real Property, the Project Facilities, the Facilities Agreement, the Sub-Base Lease, the Project Facilities Contracts or the Revenues. (b) The Corporation and the Trustee Purchaser intend for this Trust Agreement Indenture to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the TrusteePurchaser, to the fullest extent that the Trust Estate Pledged Collateral now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate Pledged Collateral including all presently-owned, or after-acquired property constituting all or a portion of the Trust EstatePledged Collateral. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary statements, and hereby authorizes the Purchaser to prepare, execute and file any restatements, extensions, continuations, renewals or amendments thereof, in such form as the Purchaser may require to perfect or continue the perfection of this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds which was filed at the time of the issuance thereof, in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunderPurchaser. With respect to any of the Trust Estate Pledged Collateral in which a security interest is not perfected by the filing of a financing statement, each of the Corporation and the City consents and agrees to undertake, and the Trustee agrees to cooperate fully with the CorporationPurchaser, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee Purchaser in the Trust EstatePledged Collateral. During the term of the Facilities Agreement, the Trustee Purchaser may exclusively rely on the County City to operate the Project Facilities and the Real Property in compliance accordance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceLaws. (c) The Corporation and the Trustee Purchaser intend for this Trust Agreement Indenture to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust EstatePledged Collateral, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, ; all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina Carolina, 1976, as amended.

Assignment and Conveyance. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (ax) For the purpose of securing the payment all of the Series 2020 Bonds, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its right, title and interest in of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Seller’s Purchase, Warranties and Interim Servicing Agreement dated as of May 1, 2006, as amended (the “Purchase Agreement”), between the Assignor, as initial purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Real PropertyMortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee hereunder any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the mortgage loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement. From and after the date hereof, the Project FacilitiesCompany shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to MASTR Asset-Backed Securities Trust 2006-HE5 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006 (the Facilities “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank, N.A. as master servicer and trust administrator (including its successors in interest and any successor servicers under the Pooling Agreement, the Sub-Base Lease“Master Servicer” or “Trust Administrator”), or the Revenues. (Barclays Capital Real Estate Inc. d/b) The Corporation and the Trustee intend for this Trust Agreement to be /a security agreement within the meaning of the Uniform Commercial Code HomEq Servicing as adopted by the State servicer (the “UCCServicer”) and U.S. Bank National Association, as trustee (including its successors in interest and any successor trustees under the Pooling Agreement, the “Trustee”). The intent Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Corporation is to provide Mortgage Loans, (ii) the Company shall look solely to the Trustee, Trust for performance of any obligations of the Assignor insofar as they relate to the fullest extent that enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will prepare, execute and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto)Trustee and the Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 enforcement of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing document delivery requirements and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were made. The Trustee shall cause to be filed a continuation statement remedies with respect to each Uniform Commercial Code financing statement relating breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Series 2020 Bonds which was filed at Mortgage Loans, and (iv) all references to the time Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the issuance thereofPurchaser, in such manner and in such places only insofar as they relate to the initial filings were made, provided that a copy enforcement of the filed original financing statement is timely delivered representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Trustee. The Corporation Mortgage Loans, shall be responsible for deemed to refer to the customary fees Trust (including the Trustee and the reasonable costs (including attorneys’ feesServicer acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, costs and expensesmodify, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereunder. With respect to waiver, or otherwise alter any of the Trust Estate terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in which a security interest is not perfected by any way affect the filing of a financing statement, Mortgage Loans or the Corporation consents and agrees to undertake, and Company’s performance under the Trustee agrees to cooperate fully Purchase Agreement with the Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted respect to the Trustee in Mortgage Loans without the Trust Estate. During the term prior written consent of the Facilities Agreement, the Trustee may exclusively rely on the County to operate the Project Facilities and the Real Property in compliance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceTrustee. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. ‌ (a) For the purpose of securing the payment of the Series 2020 Bonds, the Corporation has provided assigned, and granted a security interest in, the Trust Estate to the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make assign the grants Trust Estate as enumerated in the granting clauses hereto and that no assignment thereof has been made, made except to the Trustee, of any of its right, title and interest . Notwithstanding anything in and this Trust Agreement to the Real Propertycontrary, the Project Facilities, Corporation shall be required to take any action required of it pursuant to the Facilities Purchase and Use Agreement, the Sub-Base LeaseLease and any other contracts or agreements for which the Corporation’s rights thereunder have been assigned to the Trustee as part of the Trust Estate, or unless the RevenuesTrustee is acting on behalf of the Corporation pursuant to such assignment. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will agrees to prepare, execute (as applicable) and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything , to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings extent required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were madelaw. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds which was filed at the time of the issuance prepare and file any extensions, continuations or renewals thereof, in such manner and in such places form as the initial filings were madeTrustee may require to continue the perfection of this security interest or other statutory liens held by the Trustee, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred extent required by the Trustee in the preparation and filing of all continuation statements hereunderapplicable law. With respect to any of the Trust Estate in which a security interest is not perfected by the filing of a financing statement, the Corporation consents and agrees to undertake, and the Trustee agrees to cooperate fully with the CorporationCorporation using commercially reasonable efforts, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Purchase and Use Agreement, the Trustee may exclusively rely on the County City to operate and maintain the Project Facilities and the 2017 Real Property in compliance accordance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceLaws. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Purchase and Use Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.

Assignment and Conveyance. On this ____ day of ________, 200_, Wachovia Mortgage Corporation (a“Wachovia”) For as the purpose Seller under that certain First Amended and Restated Seller’s Purchase, Warranties and Servicing Agreement, dated as of securing June 1, 2006 (the payment “Agreement”), by and between Wachovia and Xxxxxx Xxxxxxx Mortgage Capital Inc. (the “Purchaser”) does hereby sell, transfer, assign, set over and convey to the Purchaser under the Agreement, without recourse, but subject to the terms of the Series 2020 BondsAgreement, the Corporation has provided the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make the grants enumerated in the granting clauses and that no assignment has been made, except to the Trustee, of any of its rightall rights, title and interest of Wachovia (excluding the right to service the Mortgage Loans) in and to the Real PropertyMortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, together with the Project Facilities, Mortgage Files and all rights and obligations arising under the Facilities documents contained therein. Pursuant to Section 2.07 of the Agreement, Wachovia has delivered to the Sub-Base Lease, or Purchaser the Revenues. (b) The Corporation and the Trustee intend documents for this Trust Agreement each Mortgage Loan to be a security agreement within purchased as set forth therein. The contents of each Servicing File required to be retained by Wachovia to service the meaning Mortgage Loans pursuant to the Agreement and thus not delivered to the Purchaser are and shall be held in trust by Wachovia, for the benefit of the Uniform Commercial Code Purchaser as adopted by the State (the “UCC”)owner thereof. The intent Wachovia’s possession of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a any portion of the Trust EstateServicing File is at the will of the Purchaser for the sole purpose of facilitating servicing of the related Mortgage Loan pursuant to the Agreement, and such retention and possession by Wachovia shall be in a custodial capacity only. The Corporation hereby covenants that it will prepareownership of each Mortgage Note, execute Mortgage, and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings required by any amendments to Article 9 contents of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing Mortgage File and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements Servicing File is vested in the same filing offices as Purchaser and the initial filings were made. The Trustee shall cause to be filed a continuation statement ownership of all records and documents with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds related Mortgage Loan prepared by or which was filed come into the possession of Wachovia shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by Wachovia at the time will of the issuance thereof, Purchaser in such manner and in such places as the initial filings were made, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred by the Trustee in the preparation and filing of all continuation statements hereundercustodial capacity only. With respect to any the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A, the term Standard & Poor’s Glossary, as used in the Agreement, shall refer to Version __ of the Trust Estate Standard & Poor’s LEVELS® Glossary. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement. WACHOVIA MORTGAGE CORPORATION By: Name: Title: RE: Mortgage Loan #___________________________________ BORROWER: __________________________________________________ PROPERTY: __________________________________________________ Pursuant to a First Amended and Restated Seller’s Purchase, Warranties and Servicing Agreement (the “Agreement”) between the Seller and the Purchaser, the undersigned hereby certifies that he or she is an officer of the Seller requesting release of the documents for the reason specified below. The undersigned further certifies that: (Check one of the items below) _____ On _________________, the above captioned mortgage loan was paid in full or the Seller has been notified that payment in full has been or will be escrowed. The Seller hereby certifies that all amounts with respect to this loan which a security interest are required under the Agreement have been or will be deposited in the Custodial Account as required. _____ The above captioned loan is being repurchased pursuant to the terms of the Agreement. The Seller hereby certifies that the repurchase price has been credited to the Custodial Account as required under the Agreement. _____ The above captioned loan is being placed in foreclosure and the original documents are required to proceed with the foreclosure action. The Seller hereby certifies that the documents will be returned to the Purchaser in the event of reinstatement. _____ Other (explain) _______________________________________________________________________________________ _______________________________________________________________________________________ All capitalized terms used herein and not perfected defined shall have the meanings assigned to them in the Agreement. Based on this certification and the indemnities provided for in the Agreement, please release to the Seller all original mortgage documents in your possession relating to this loan. Dated:_________________ By:________________________________ Signature ___________________________________ Title Send documents to: _____________________________________________ _____________________________________________ _____________________________________________ Acknowledgment: Purchaser hereby acknowledges that all original documents previously released on the above captioned mortgage loan have been returned and received by the filing Purchaser. Dated:_________________ By:________________________________ Signature Title:____________________________ S5261-50Y W A C H O V I A M O R T G A G E C O R P 01/30/04 PRIVATE POOL DETAIL REPORT PAGE 1 ------------------------------------------------------------------------------------------------------------------------------------ INVESTOR : CATEGORY : POOL NO : INV PERCT : 100.00 LAST C/OFF: 12/31/03 ODD CLT/INV:( : ) ALPHA CODE: BANK PIF DAY PIF PIF CRT RMT PASS TRK ADD PL IND POOL USE S50Y T62C LOAN DEF INT REM LLOB EXTOUT RMT YR INT RATE ADJ CAL THRU BAL NEW TP LN ID RES SORT RECP ADV INT DAY DAY TOL NUM C/O X/X XXX 00.00000 X XX 00.00000 X X CD Y PVT N L Y DET NO 0000 0649 ------------------------------------------------------------------------------------------------------------------------------------ LOAN NO INT RATE S-FEE YIELD P&I CON BEG SCHED PRIN BAL SCHED PRIN SCH NET INT BUYDOWN REMITTANCE ------------------------------------------------------------------------------------------------------------------------------------ INV LOAN NO DUE DT BEGIN PRIN BAL END PRIN BAL PRIN COLL INT COLL SER-FEE COLL ------------------------------------------------------------------------------------------------------------------------------------ 0009411054 07.00000 01.000 06.00000 309.23 27,512.33 148.74 137.56 0.00 286.30 ARM 0011467613 02/01/04 27,512.41 27,512.41 0.00 0.00 0.00 ENDING SCH BALANCE 27,363.59 ------------------------------------------------------------------------------------------------------------------------------------ 0009411062 06.75000 00.438 06.31200 385.84 35,138.54 188.19 184.83 0.00 373.02 ARM 0000000000 03/01/04 35,138.54 34,950.35 188.19 197.65 12.83 ENDING SCH BALANCE 34,950.35 ------------------------------------------------------------------------------------------------------------------------------------ 0000000000 06.75000 00.438 06.31200 289.69 25,956.05 143.69 136.53 0.00 280.22 ARM 0011472637 03/01/04 26,098.93 25,812.36 286.57 292.81 19.00 ENDING SCH BALANCE 25,812.36 ------------------------------------------------------------------------------------------------------------------------------------ 0009411074 04.25000 01.000 03.25000 198.87 22,282.94 119.95 60.35 0.00 180.30 ARM 0011488168 03/01/04 22,282.92 22,162.97 119.95 78.92 18.57 ENDING SCH BALANCE 22,162.99 ------------------------------------------------------------------------------------------------------------------------------------ 0009411086 03.87500 00.750 03.12500 338.64 42,885.55 200.16 111.68 0.00 311.84 ARM 0012600673 02/01/04 43,085.10 42,837.71 247.39 139.13 26.93 01/01/04 CURTAILMENT 47.88 ADJ .15 INT-RATE .0387500 48.03 ENDING SCH BALANCE 42,637.36 ------------------------------------------------------------------------------------------------------------------------------------ 0000000000 04.00000 00.705 03.29501 299.47 37,919.73 173.07 104.12 0.00 277.19 ARM 0012600990 03/01/04 37,919.74 37,746.67 173.07 126.40 22.28 ENDING SCH BALANCE 37,746.66 ------------------------------------------------------------------------------------------------------------------------------------ 0009411090 04.00000 00.705 03.29501 791.38 100,312.27 457.01 275.44 0.00 732.45 ARM 0012601067 04/01/04 99,855.24 99,396.71 458.53 332.85 58.66 ENDING SCH BALANCE 99,855.26 ------------------------------------------------------------------------------------------------------------------------------------ 0009411103 06.75000 00.438 06.31200 260.77 22,710.32 133.02 119.46 0.00 252.48 ARM 0013159440 02/01/04 22,842.67 22,710.33 132.34 128.49 8.34 ENDING SCH BALANCE 22,577.30 ------------------------------------------------------------------------------------------------------------------------------------ 0009411108 06.00000 00.750 05.25000 183.38 10,418.30 131.29 45.58 0.00 176.87 ARM 0013175371 02/01/04 10,548.94 10,418.30 130.64 52.74 6.59 ENDING SCH BALANCE 10,287.01 ------------------------------------------------------------------------------------------------------------------------------------ X0000-0XX W A C H O V I A M O R T G A G E C O R P 08/31/04 INVESTOR LIST OF DELINQUENT ACCOUNTS BY INVESTOR LOAN NUMBER PAGE 3 ------------------------------------------------------------------------------------------------------------------------------------ INVESTOR NAME VARIOUS___ INTEREST RATE .0000000 SERVICE FEE .00000 STATE INVESTOR ADDRESS DURHXX, XX 00000 INVESTOR N92 CATEGORY 001 ------------------------------------------------------------------------------------------------------------------------------------ LOAN NUMBER INV-CAT TP INV. LN # MORTG.-NAME DESC PRIN BALANCE DUE-DATE PMT P&I CONST. DELQ PRIN & INTEREST * COMMENTS PROD CONTACT RESPONSE REASON DATE * ------------------------------------------------------------------------------------------------------------------------------------ 0009911861 N92-001 13 4001683965 XXXXXXX 34,779.99 07-01-03 43 269.63 30.52 239.11 FC- 7: CLAIM CHECK REC VACANT SECURED CONDITION ON 060704 LFCPI 00-00 00-00-00 44 30.73 238.90 VACANT SECURED CONDITION ON 051804 LFCPI 00-00 00-00-00 45 30.94 238.69 Y PAYOFF QUOTE GOOD TO 06/07/2004 00-00 00-00-00 46 31.15 238.48 SCORE 792 042704 AGT RPRO DAYS DEL 301 00-00 00-00-00 47 31.37 238.26 VACANT SECURED CONDITION ON 032004 LFCPI 00-00 00-00-00 48 31.58 238.05 01-01-04 49 31.80 237.83 02-01-04 50 32.02 237.61 03-01-04 51 32.24 237.39 04-01-04 52 32.46 237.17 05-01-04 53 32.68 236.95 06-01-04 54 32.91 236.72 07-01-04 55 33.13 236.50 08-01-04 56 33.36 236.27 LOAN NO TOTAL 3,774.82 446.89 3,327.93 0009911863 N92-001 13 4001683967 XXXX 64,816.84 11-01-01 26 495.54 49.92 445.62 SCORE 272 122303 AGT RPRO DAYS DEL 782 00-00 00-00-00 27 50.27 445.27 SCORE 287 082603 AGT RPRO DAYS DEL 663 00-00 00-00-00 28 50.61 444.93 Y BLTR03 - TRUST RECEIPT FNMA (2009) 00-00 00-00-00 29 50.96 444.58 SCORE 208 082802 AGT RPRO DAYS DEL 300 00-00 00-00-00 30 51.31 444.23 Y ADV MTRG TO DISREGARD BREACH LETTER SINCE DE 00-00 00-00-00 31 51.66 443.88 05-01-02 32 52.02 443.52 06-01-02 33 52.38 443.16 07-01-02 34 52.74 442.80 08-01-02 35 53.10 442.44 09-01-02 36 53.46 442.08 10-01-02 37 53.83 441.71 11-01-02 38 54.20 441.34 12-01-02 39 54.57 440.97 01-01-03 40 54.95 440.59 02-01-03 41 55.33 440.21 03-01-03 42 55.71 439.83 04-01-03 43 56.09 439.45 05-01-03 44 56.48 439.06 06-01-03 45 56.87 438.67 07-01-03 46 57.26 438.28 08-01-03 47 57.65 437.89 09-01-03 48 58.05 437.49 10-01-03 49 58.45 437.09 11-01-03 50 58.85 436.69 12-01-03 51 59.25 436.29 01-01-04 52 59.66 435.88 02-01-04 53 60.07 435.47 This INDEMNIFICATION AND CONTRIBUTION AGREEMENT (“Agreement”), dated as of [DATE], among [DEPOSITOR] (the “Depositor”), a financing statement_______ corporation (the “Depositor”), the Corporation consents Xxxxxx Xxxxxxx Mortgage Capital Inc., a New York corporation (“Xxxxxx”) and agrees to undertake, and the Trustee agrees to cooperate fully with the Wachovia Mortgage Corporation, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Agreement, the Trustee may exclusively rely on the County to operate the Project Facilities and the Real Property in compliance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such compliance. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South North Carolina 1976corporation, as amendedseller and as servicer (the “Seller”).

Assignment and Conveyance. (a) For the purpose of securing the payment of the Series 2020 Bonds, the Corporation has provided assigned, and granted a security interest in, the Trust Estate to the Trustee with certain liens, assignments, security interests and other claims under the granting clauses hereto. The Corporation hereby represents and confirms that it has full legal power and authority to make assign the grants Trust Estate as enumerated in the granting clauses hereto and that no assignment thereof has been made, made except to the Trustee, of any of its right, title and interest . Notwithstanding anything in and this Trust Agreement to the Real Propertycontrary, the Project Facilities, Corporation shall be required to take any action required of it pursuant to the Facilities Purchase and Use Agreement, the Sub-Base LeaseLease and any other contracts or agreements for which the Corporation’s rights thereunder have been assigned to the Trustee as part of the Trust Estate, or unless the RevenuesTrustee is acting on behalf of the Corporation pursuant to such assignment. (b) The Corporation and the Trustee intend for this Trust Agreement to be a security agreement within the meaning of the Uniform Commercial Code as adopted by the State (the “UCC”). The intent of the Corporation is to provide to the Trustee, to the fullest extent that the Trust Estate now or hereafter may be subject to a security interest under the UCC, the security interest in the Trust Estate including all presently-owned, or after-acquired property constituting all or a portion of the Trust Estate. The Corporation hereby covenants that it will agrees to prepare, execute (as applicable) and file all initial financing statements necessary to perfect this security interest or other statutory liens held by the Trustee. Notwithstanding anything , to the contrary contained herein, the Trustee shall not be responsible for any initial filings of any financing statements or the information contained therein (including the exhibits thereto), the perfection of any such security interests, or the accuracy or sufficiency of any description of collateral in such initial filings or for filing any modifications or amendments to the initial filings extent required by any amendments to Article 9 of the applicable Uniform Commercial Code. In addition, unless the Trustee shall have been notified in writing by the County or the Corporation that any such initial filing or description of collateral was or has become defective, the Trustee shall be fully protected in (i) conclusively relying on such initial filing and descriptions in filing any financing or continuation statements or modifications thereto pursuant to this Section 2.3 and (ii) filing any continuation statements in the same filing offices as the initial filings were madelaw. The Trustee shall cause to be filed a continuation statement with respect to each Uniform Commercial Code financing statement relating to the Series 2020 Bonds which was filed at the time of the issuance prepare and file any extensions, continuations or renewals thereof, in such manner and in such places form as the initial filings were madeTrustee may require to continue the perfection of this security interest or other statutory liens held by the Trustee, provided that a copy of the filed original financing statement is timely delivered to the Trustee. The Corporation shall be responsible for the customary fees and the reasonable costs (including attorneys’ fees, costs and expenses, if any) incurred extent required by the Trustee in the preparation and filing of all continuation statements hereunderapplicable law. With respect to any of the Trust Estate in which a security interest is not perfected by the filing of a financing statement, the Corporation consents and agrees to undertake, and the Trustee agrees to cooperate fully with the CorporationCorporation using commercially reasonable efforts, to take actions necessary to perfect the security interest or otherwise protect the rights granted to the Trustee in the Trust Estate. During the term of the Facilities Purchase and Use Agreement, the Trustee may exclusively rely on the County City to operate and maintain the Project Facilities and the 2017 Real Property in compliance accordance with all laws, ordinances, rules and regulations, including without limitation, Environmental Regulations and shall have no duty to monitor such complianceLaws. (c) The Corporation and the Trustee intend for this Trust Agreement to be a collateral assignment of all rents, leases, issues and profits created by, or arising out of any right, title or interest of the Corporation in the Trust Estate, including without limitation, all leases, rents, issues, and profits arising out of the Sub-Base Lease, the Facilities Purchase and Use Agreement, and any future lease or leases now or hereinafter entered into by the Corporation, all as more particularly authorized by Section 29-3-100 of the Code of Laws of South Carolina 1976, as amended.