Common use of Books and Records; Intention of the Parties Clause in Contracts

Books and Records; Intention of the Parties. (a) Books and records for each Receivable have been clearly marked to reflect the ownership of each Receivable, as of the Closing Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (b) It is the intention of the parties hereto that, for non-tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes (as to which no treatment is herein contemplated), the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes, the . (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and be the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be of a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor's right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be "possession" by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books The books and records for each Receivable have been clearly marked to reflect the ownership of each Receivablereflect, as of the Closing Date, (i) the ownership of each Receivable by the Issuer, pledged, as Issuer and (ii) the pledge of the Closing Date, each Receivable by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (b) It is the intention of the parties hereto that, for non-tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, Seller and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The sales, transfers, assignments, set overs and conveyances of the Depositor Conveyed Assets made under this Article shall not constitute, and are not intended to result in, an assumption by the Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Depositor Conveyed Assets or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.. ARTICLE THREE THE CONVEYED ASSETS

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor or the Loan Originator, as the case may be, as a sale of assets by the Depositor or the Loan Originator, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, Owner Trustee and pledged, as of the Closing such Transfer Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets and the other Collateral Trust Estate on the Closing Date, on each Transfer Date constitutes an absolute and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale (of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in SECTION 2.01(a) hereof, from the Depositor to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of . The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets Loans and the other property of the Trust Estate specified in SECTION 2.01(a) hereof to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer Owner Trustee pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Owner Trustee, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer granted, as of the Closing related Transfer Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans and proceeds and all other property conveyed to the Owner Trustee as of such Transfer Date, (ii) consisting of any other property specified in SECTION 2.01(a), the Depositor shall be deemed to have granted, as of the Closing Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend Within ten (10) days of the date first above written, the Depositor shall, at Depositor's sole expense, cause to treat be filed UCC-1 financing statements naming the Notes Owner Trustee as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Depositor to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor is located.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans and Residual Securities conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan and Residual Security which shall be clearly marked to reflect the ownership of each ReceivableLoan or Residual Security, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the other Collateral on Assignments shall constitute a sale of the Closing Date constitutes an absolute sale (Loans, Residual Securities and all related property from the Depositor to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) . It is the intention of the Depositor Conveyed Assets parties hereto that, other than for federal, state and local income or franchise tax purposes, the other Collateral transfers and assignments on each Funding Date shall constitute a sale of the Advance Note, the related Additional Note Balances and all related property from the Advance Trust to the Issuer and such that (i) the Depositor Conveyed Assets and the other Collateral property shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Advance Depositor or the Issuer from Receivables Seller. The parties hereto shall treat the SellerNotes as indebtedness for federal, state and (iii) the transfer of Depositor Conveyed Assets local income and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets to Loans or the Depositor pursuant to Residual Securities and the Receivables Purchase Agreement and other property of the Depositor Conveyed Assets Trust Estate specified in Section 2.01(a) hereof to the Issuer pursuant to this AgreementAgreement or the conveyance of the Loans or the Residual Securities or any of such other property of the Trust Estate to the Issuer, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans or Residual Securities and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant granted, as of the related Transfer Date, to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans or Residual Securities and proceeds and all other property conveyed to the Issuer as of such Transfer Date, (ii) consisting of any other property specified in Section 2.01(a), the Depositor shall be deemed to have granted, as of the initial Closing Date, to the Issuer a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend On the Closing Date, the Depositor shall, at such party's sole expense, cause to treat be filed UCC-1 Financing Statements naming the Notes Issuer as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federalDepositor to the Issuer with the appropriate governmental filing office in the state in which the Depositor is organized and any other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. In addition, State on the Closing Date, the Loan Originator shall, at its expense, cause to be filed UCC-1 Financing Statements naming the Depositor as "secured party" and local incomedescribing the Loans being sold by the Loan Originator to the Depositor with the appropriate governmental office in the state in which the Loan Originator is organized and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. In addition, single business on the Closing Date, the Depositor shall, at its expense, cause to be filed UCC-1 Financing Statements naming the Depositor as "secured party" and franchise tax purposes describing the Loans being sold by the Loan Originator to the Depositor with the appropriate governmental office in the state in which the Loan Originator is organized and such other jurisdictions as provided for shall be necessary to perfect a security interest in Section 2.09(a) the Trust Estate. On or before the initial Funding Date, the Issuer shall, at its expense, cause to be filed UCC-1 Financing Statements naming the Issuer as "secured party" and describing the Advance Note being sold by the Advance Trust to the Issuer with the appropriate governmental office in the state in which the Advance Trust is organized and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. On or before the initial Transfer Date with respect to Residual Securities, the Issuer shall, at its expense, cause to be filed UCC-1 Financing Statements naming the Issuer as "secured party" and describing each Residual Security being sold by the Advance Trust to the Issuer with the appropriate governmental office in the state of Delaware and such other jurisdictions as shall be necessary to perfect a security interest in the IndentureTrust Estate.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes (as to which no treatment is herein contemplated), the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes, the . (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be of a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor’s right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be “possession” by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Mortgage Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Originators and the Depositor as a sale of assets under GAAP by (i) the Originators to the Depositor and (ii) the Depositor to the Trust. Each of the Servicer and the Collateral Agent shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Mortgage Loan which shall be clearly marked to reflect the ownership of each ReceivableMortgage Loan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Trust and for the benefit of the Noteholders pursuant Noteholders. The Originators, the Depositor and the Servicer shall take no action inconsistent with the Trust's ownership of the Trust Estate and each shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Mortgage Loan and the Indentureother assets in the Trust Estate are held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. In addition, the Originators, the Depositor and the Servicer shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other asset in the Trust Estate by stating that it is not the owner of such asset and that the Trust is the owner of such Mortgage Loan or other asset in the Trust Estate, which is held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Mortgage Loans and other property comprising the other Collateral Trust Estate on the Closing each Transfer Date constitutes an absolute shall constitute a sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that Mortgage Loans from (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of Originators to the Depositor pursuant to 11 U.S.C. § 541, and (ii) the FDIC Depositor to the Trust; and such Mortgage Loans shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as not thereafter be property of the Seller any Depositor Conveyed Assets Originators or any the Depositor. It is, further, not intended that such conveyances be deemed a pledge of the Mortgage Loans or such other Collateral transferred property to secure a debt or other obligation by (i) the Seller Originators to the Depositor or disregard the separateness of (ii) the Depositor or to the Issuer from Trust. The parties hereto shall treat the SellerSecured Notes as indebtedness for federal, state and (iii) the transfer of Depositor Conveyed Assets local income and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If In the event that the Mortgage Loans or any of the assignments and transfers such other property are held to be property of the Conveyed Assets to Originators or the Depositor pursuant to the Receivables Purchase Depositor, or if for any reason this Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be a sale or is held or deemed to create a security interest in the Mortgage Loans or any of such other property, then it is intended that: (i) this Agreement shall also be deemed to be a pledge of security for a loan, agreement within the parties hereto intend that the rights and obligations meaning of the parties shall be established pursuant to Uniform Commercial Code; (ii) the terms of the Receivables Purchase Agreement and conveyance provided for in this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor Article II shall be deemed to have granted and do hereby be a grant (x) by the Originators to the Issuer as Depositor and (y) by the Depositor to the Trust of the Closing Date, a first priority security interest in all of the entire related Originator's, or the Depositor's, right, title and interest of such Person in and to the Mortgage Loans and such other property and the proceeds thereof. In such event, with respect all amounts payable to the Conveyed Assets holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the Depositor Conveyed Assetsconversion, respectivelyvoluntary or involuntary, of the Receivables Purchase Agreement foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the Collection Account, whether in the form of cash, instruments, securities or other property; (iii) the possession by the Collateral Agent, on behalf of the Indenture Trustee, of the Mortgage Notes and this Agreementsuch other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to the Uniform Commercial Code; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall each constitutebe deemed notifications to, and each hereby is deemed by or acknowledgments, receipts or confirmations from financial intermediaries, bailees or agents, as applicable, of the parties to be, a Indenture Trustee for the purpose of perfecting such security agreement interest under the New York UCCapplicable law. (d) The parties hereto intend On or before the initial Transfer Date, each Originator shall, at its expense, cause to treat be filed UCC-1 Financing Statements naming such Originator as "debtor" and the Notes Depositor as indebtedness "secured party" and describing the Mortgage Loans and other property being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Originator to the Depositor with the office of the IndentureSecretary of the State in which the Originator is located (and the related county filings, if necessary) and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. On or before the initial Transfer Date, the Depositor shall, at its sole expense, cause to be filed UCC-1 Financing Statements naming the Depositor as "debtor" and the Trust as "secured party" and describing the Mortgage Loans and other property being sold by the Depositor to the Trust with the office of the Secretary of State of the state in which the Depositor is located (and the related county filings, if necessary) and any other jurisdictions as shall be necessary to perfect a security interest in the Mortgage Loans and other property. (e) The Servicer agrees that, from time to time, at its expense, it shall cause the Originators to (and the Depositor on behalf of itself also agrees that it shall), promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Servicer, the Indenture Trustee or the Collateral Agent may reasonably request, in order to perfect, protect or more fully evidence the transfer of ownership of the Mortgage Loans and other assets in the Trust Estate or to enable the Collateral Agent, on behalf of the Indenture Trustee, to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Servicer, the Originators and the Depositor will, upon the request of the Servicer, the Indenture Trustee or the Collateral Agent execute and file (or cause to be executed and filed) such real estate filings, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. (f) The Originators and the Depositor hereby grant to the Servicer, the Indenture Trustee and the Collateral Agent powers of attorney to execute all documents on its behalf under this Agreement as may be necessary or desirable to effectuate the foregoing.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other Collateral on property comprising the Closing Date constitutes an absolute sale Trust Estate specified in Section 2.01 (a) hereof, from the Depositor to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of . The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets to Loans and the Depositor pursuant to the Receivables Purchase Agreement and other property of the Depositor Conveyed Assets Trust Estate specified in Section 2.01 (a) hereof to the Issuer pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Issuer, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant granted, as of the related Transfer Date, to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans and proceeds and all other property conveyed to the Issuer as of such Transfer Date, (ii) consisting of any other property specified in Section 2.01 (a), the Depositor shall be deemed to have granted, as of the initial Closing Date, to the Issuer a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend On the Closing Date, the Depositor shall, at such party's sole expense, cause to treat be filed a UCC1 Financing Statement naming the Notes Issuer as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Depositor to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor is located (pursuant to Section 9-307 of the UCC) and any other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. In addition, on the Closing Date, the Loan Originator shall, at its expense, cause to be filed a UCC1 Financing Statement naming the Depositor as "secured party" and describing the Loans being sold by the Loan Originator to the Depositor with the office of the Secretary of the State in which the Loan Originator is located (pursuant to Section 9-307 of the UCC) and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each Receivable, Loan as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes (as to which no treatment is herein contemplated), the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes, the . (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and be the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor’s right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be “possession” by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books Each of the Servicer and the Collateral Agent shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Mortgage Loan which shall be clearly marked to reflect the ownership of each ReceivableMortgage Loan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Trust and for the benefit of the Noteholders pursuant Noteholders. The Originators, the Depositor and the Servicer shall take no action inconsistent with the Trust's ownership of the Trust Estate and each shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Mortgage Loan and the Indentureother assets in the Trust Estate are held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. In addition, the Originators, the Depositor and the Servicer shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other asset in the Trust Estate by stating that it is not the owner of such asset and that the Trust is the owner of such Mortgage Loan or other asset in the Trust Estate, which is held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes and accounting purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Mortgage Loans and other property comprising the other Collateral Trust Estate on the Closing each Transfer Date constitutes an absolute shall constitute a sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that Mortgage Loans from (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of Originators to the Depositor pursuant to 11 U.S.C. § 541, and (ii) the FDIC Depositor to the Trust; and such Mortgage Loans shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as not thereafter be property of the Seller any Depositor Conveyed Assets Originators or any the Depositor. It is, further, not intended that such conveyances be deemed a pledge of the Mortgage Loans or such other Collateral transferred property to secure a debt or other obligation by (i) the Seller Originators to the Depositor or disregard (ii) the separateness Depositor to the Trust. The parties hereto shall treat the Secured Notes as indebtedness for federal, state and local income and franchise tax purposes. (c) In the event that the Mortgage Loans or any of such other property are held to be property of the Originators or the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans or any of such other property, then it is intended that: (i) this Agreement shall also be deemed to be a security agreement within the meaning of the Uniform Commercial Code; (ii) the conveyance provided for in this Article II shall be deemed to be a grant (x) by the Originators to the Depositor and (y) by the Depositor to the Trust of a fully perfected first priority security interest in all of the related Originator's, or the Depositor's, right, title and interest in and to the Mortgage Loans, all Mortgage Insurance Policies and Insurance Proceeds, all related servicing rights, general intangibles, accounts (including any interest of the Depositor or the Issuer Originators in escrow accounts) and such other property related to the Mortgage Loans, any interest of the Depositor or the Originator in escrow accounts and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the SellerCollection Account, whether in the form of cash, instruments, securities or other property and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (iii) the transfer of Depositor Conveyed Assets and possession by the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any Agent, on behalf of the assignments and transfers Indenture Trustee, of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement Mortgage Notes and such other items of the Depositor Conveyed Assets to the Issuer pursuant to this Agreementproperty as constitute instruments, for non-tax purposesmoney, is held negotiable documents or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor chattel paper shall be deemed to have granted and do hereby grant be "possession by the secured party" for purposes of perfecting the security interest pursuant to the Issuer Uniform Commercial Code; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from financial intermediaries, bailees or agents, as applicable, of the Closing Date, a first priority Indenture Trustee for the purpose of perfecting such security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCCapplicable law. (d) The parties hereto intend On or before the initial Transfer Date, each Originator shall, at its expense, cause to treat be filed UCC-1 Financing Statements naming such Originator as "debtor" and the Notes Depositor as indebtedness "secured party" and describing the Mortgage Loans and other property being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Originator to the Depositor with the office of the IndentureSecretary of the State in which the Originator is organized and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. On or before the initial Transfer Date, the Depositor shall, at its sole expense, cause to be filed UCC-1 Financing Statements naming the Depositor as "debtor" and the Trust as "secured party" and describing the Mortgage Loans and other property being sold by the Depositor to the Trust with the office of the Secretary of State of the state in which the Depositor is organized and any other jurisdictions as shall be necessary to perfect a security interest in the Mortgage Loans and other property. (e) The Servicer agrees that, from time to time, at its expense, it shall cause the Originators to (and the Depositor on behalf of itself also agrees that it shall), promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Servicer, the Indenture Trustee or the Collateral Agent may reasonably request, in order to perfect, protect or more fully evidence the transfer of ownership of the Mortgage Loans and other assets in the Trust Estate or to enable the Collateral Agent, on behalf of the Indenture Trustee, to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Servicer, the Originators and the Depositor will, upon the request of the Servicer, the Indenture Trustee or the Collateral Agent execute and file (or cause to be executed and filed) such real estate filings, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. (f) The Originators and the Depositor hereby grant to the Servicer, the Indenture Trustee and the Collateral Agent powers of attorney to execute all documents on its behalf under this Agreement as may be necessary or desirable to effectuate the foregoing.

Books and Records; Intention of the Parties. (a) Books and records for each Receivable Conveyed Asset have been clearly marked to reflect the ownership of each ReceivableConveyed Asset, as of the Closing Date, by the IssuerIssuing Entity, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the IndentureNoteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income, single business or franchise tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Loan Seller any Depositor Conveyed Assets or any other Collateral transferred by the Loan Seller to the Depositor or disregard the separateness of the Depositor Purchaser or the Issuer Issuing Entity from the Loan Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Issuing Entity and the Depositor pursuant to the Receivables Asset Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, other than for non-federal, state and local income, single business or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this the Asset Purchase Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables Loans and related property), the Seller Loan Seller, and the Depositor shall be deemed to have granted and do hereby grant to the Issuer Issuing Entity as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets such property, this Agreement and the Depositor Conveyed Assets, respectively, the Receivables Asset Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State state and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.. [End of Article II]

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes (as to which no treatment is herein contemplated), the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01 (a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes, the . (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be of a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor’s right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be “possession” by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originators, as the case may be, as a sale of assets by the Depositor and the Loan Originators, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other Collateral on property comprising the Closing Date constitutes an absolute sale (Trust Estate specified in Section 2.01(a) hereof, from the Depositor, ANB, ABC, as applicable, to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of , ANB or ABC. The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets to Loans and the Depositor pursuant to the Receivables Purchase Agreement and other property of the Depositor Conveyed Assets Trust Estate specified in Section 2.01(a) hereof to the Issuer pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Issuer, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto Depositor, ANB and ABC intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller Depositor, ANB and the Depositor ABC, as applicable, shall be deemed to have granted and do hereby grant granted, as of the related Transfer Date, to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of the Depositor, ANB and ABC, as applicable, in and to such Person Loans and proceeds and all other property conveyed to the Issuer as of such Transfer Date, (ii) consisting of any other property specified in Section 2.01(a), the Depositor, ANB and ABC, as applicable, shall be deemed to have granted, as of the initial Closing Date, to the Issuer a first priority security interest in the entire right, title and interest of the Depositor, ANB and ABC, as applicable, in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend Within ten (10) days of the initial Closing Date, the Depositor, ANB and ABC shall, at each party's sole expense, cause to treat be filed UCC-1 Financing Statements naming the Notes Issuer as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federalDepositor, State ANB and local incomeABC, single business and franchise tax purposes as provided for in Section 2.09(a) respectively, to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor, ANB and ABC are located.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes. (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be of a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor’s right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be “possession” by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originators, as the case may be, as a sale of assets by the Depositor and the Loan Originators, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other Collateral on property comprising the Closing Date constitutes an absolute sale (Trust Estate specified in Section 2.01(a) hereof, from the Depositor, ANB, ABC, as applicable, to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of , ANB or ABC. The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets to Loans and the Depositor pursuant to the Receivables Purchase Agreement and other property of the Depositor Conveyed Assets Trust Estate specified in Section 2.01(a) hereof to the Issuer pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Issuer, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto Depositor, ANB and ABC intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller Depositor, ANB and the Depositor ABC, as applicable, shall be deemed to have granted and do hereby grant granted, as of the related Transfer Date, to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of the Depositor, ANB and ABC, as applicable, in and to such Person Loans and proceeds and all other property conveyed to the Issuer as of such Transfer Date, (ii) consisting of any other property specified in Section 2.01(a), the Depositor, ANB and ABC, as applicable, shall be deemed to have granted, as of the initial Closing Date, to the Issuer a first priority security interest in the entire right, title and interest of the Depositor, ANB and ABC, as applicable, in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend Within ten (10) days of the initial Transfer Date, the Depositor, ANB and ABC shall, at each party's sole expense, cause to treat be filed UCC-1 Financing Statements naming the Notes Issuer as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federalDepositor, State ANB and local incomeABC, single business and franchise tax purposes as provided for in Section 2.09(a) respectively, to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor, ANB and ABC are located.

Books and Records; Intention of the Parties. (a) Books The books and records for each Receivable have been clearly marked to reflect the ownership of each Receivablereflect, as of the Closing Date, (i) the ownership of each Receivable by the Issuer, pledged, as Issuer and (ii) the pledge of the Closing Date, each Receivable by the Issuer to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (b) It is the intention of the parties hereto that, for non-tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, Seller and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The sales, transfers, assignments, set overs and conveyances of the Depositor Conveyed Assets made under this Article shall not constitute, and are not intended to result in, an assumption by the Issuer of any obligation of the Depositor or the Seller to the Obligors or any other Person in connection with the Receivables and the other Depositor Conveyed Assets or any obligation of the Depositor or the Seller under any agreement, document or instrument related thereto. (e) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.

Books and Records; Intention of the Parties. (a) Books and records for each Receivable have been clearly marked to reflect the ownership of each Receivable, as of the Closing Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (b) It is the intention of the parties hereto that, other than for non-federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, other than for non-federal, State and local income, single business or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Mortgage Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Originators and the Depositor as a sale of assets under GAAP by (i) the Originators to the Depositor and (ii) the Depositor to the Trust. Each of the Servicer and the Collateral Agent shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Mortgage Loan which shall be clearly marked to reflect the ownership of each ReceivableMortgage Loan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Trust and for the benefit of the Noteholders pursuant Noteholders. The Originators, the Depositor and the Servicer shall take no action inconsistent with the Trust's ownership of the Trust Estate and each shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Mortgage Loan and the Indentureother assets in the Trust Estate are held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. In addition, the Originators, the Depositor and the Servicer shall respond to any inquiries from third parties with respect to ownership of a Mortgage Loan or any other asset in the Trust Estate by stating that it is not the owner of such asset and that the Trust is the owner of such Mortgage Loan or other asset in the Trust Estate, which is held by the Collateral Agent, on behalf of the Indenture Trustee, for the benefit of the Noteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes and accounting purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets Mortgage Loans and other property comprising the other Collateral Trust Estate on the Closing each Transfer Date constitutes an absolute shall constitute a sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that Mortgage Loans from (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of Originators to the Depositor pursuant to 11 U.S.C. § 541, and (ii) the FDIC Depositor to the Trust; and such Mortgage Loans shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as not thereafter be property of the Seller any Depositor Conveyed Assets Originators or any the Depositor. It is, further, not intended that such conveyances be deemed a pledge of the Mortgage Loans or such other Collateral transferred property to secure a debt or other obligation by (i) the Seller Originators to the Depositor or disregard (ii) the separateness Depositor to the Trust. The parties hereto shall treat the Secured Notes as indebtedness for federal, state and local income and franchise tax purposes. (c) In the event that the Mortgage Loans or any of such other property are held to be property of the Originators or the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans or any of such other property, then it is intended that: (i) this Agreement shall also be deemed to be a security agreement within the meaning of the Uniform Commercial Code; (ii) the conveyance provided for in this Article II shall be deemed to be a grant (x) by the Originators to the Depositor and (y) by the Depositor to the Trust of a fully perfected first priority security interest in all of the related Originator's, or the Depositor's, right, title and interest in and to the Mortgage Loans, all Mortgage Insurance Policies and Insurance Proceeds, all related servicing rights, general intangibles, accounts (including any interest of the Depositor or the Issuer Originators in escrow accounts) and such other property related to the Mortgage Loans, any interest of the Depositor or the Originator in escrow accounts and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, without limitation, all amounts from time to time held or invested in the SellerCollection Account, whether in the form of cash, instruments, securities or other property and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (iii) the transfer of Depositor Conveyed Assets and possession by the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any Agent, on behalf of the assignments and transfers Indenture Trustee, of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement Mortgage Notes and such other items of the Depositor Conveyed Assets to the Issuer pursuant to this Agreementproperty as constitute instruments, for non-tax purposesmoney, is held negotiable documents or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor chattel paper shall be deemed to have granted and do hereby grant be "possession by the secured party" for purposes of perfecting the security interest pursuant to the Issuer Uniform Commercial Code; and (iv) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from financial intermediaries, bailees or agents, as applicable, of the Closing Date, a first priority Indenture Trustee for the purpose of perfecting such security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCCapplicable law. (d) The parties hereto intend On or before the initial Transfer Date, each Originator shall, at its expense, cause to treat be filed UCC-1 Financing Statements naming such Originator as "debtor" and the Notes Depositor as indebtedness "secured party" and describing the Mortgage Loans and other property being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Originator to the Depositor with the office of the IndentureSecretary of the State in which the Originator is organized and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. On or before the initial Transfer Date, the Depositor shall, at its sole expense, cause to be filed UCC-1 Financing Statements naming the Depositor as "debtor" and the Trust as "secured party" and describing the Mortgage Loans and other property being sold by the Depositor to the Trust with the office of the Secretary of State of the state in which the Depositor is organized and any other jurisdictions as shall be necessary to perfect a security interest in the Mortgage Loans and other property. (e) The Servicer agrees that, from time to time, at its expense, it shall cause the Originators to (and the Depositor on behalf of itself also agrees that it shall), promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Servicer, the Indenture Trustee or the Collateral Agent may reasonably request, in order to perfect, protect or more fully evidence the transfer of ownership of the Mortgage Loans and other assets in the Trust Estate or to enable the Collateral Agent, on behalf of the Indenture Trustee, to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Servicer, the Originators and the Depositor will, upon the request of the Servicer, the Indenture Trustee or the Collateral Agent execute and file (or cause to be executed and filed) such real estate filings, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate. (f) The Originators and the Depositor hereby grant to the Servicer, the Indenture Trustee and the Collateral Agent powers of attorney to execute all documents on its behalf under this Agreement as may be necessary or desirable to effectuate the foregoing.

Books and Records; Intention of the Parties. (a) Books and records for each Receivable Conveyed Asset have been clearly marked to reflect the ownership of each ReceivableConveyed Asset, as of the Closing Date, by the IssuerIssuing Entity, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the IndentureNoteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income, single business or franchise tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and [the other Collateral Issuing Entity’s right, title and interest in and to the Interest Rate Cap Agreement] shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. Sale and Servicing Agreement § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Loan Seller any Depositor Conveyed Assets or any other Collateral transferred by the Loan Seller to the Depositor or disregard the separateness of the Depositor Purchaser or the Issuer Issuing Entity from the Loan Seller., and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Issuing Entity and the Depositor pursuant to the Receivables Asset Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, other than for non-federal, state and local income, single business or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this the Asset Purchase Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables Loans and related property), the Seller Loan Seller, and the Depositor shall be deemed to have granted and do hereby grant to the Issuer Issuing Entity as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets such property, this Agreement and the Depositor Conveyed Assets, respectively, the Receivables Asset Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State state and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.. [End of Article II] Sale and Servicing Agreement

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor or the Loan Originator, as the case may be, as a sale of assets by the Depositor or the Loan Originator, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, Owner Trustee and pledged, as of the Closing such Transfer Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets and the other Collateral Trust Estate on the Closing Date, on each Transfer Date constitutes an absolute and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale (of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in SECTION 2.01(A) hereof, from the Depositor to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of . The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets Loans and the other property of the Trust Estate specified in SECTION 2.01(A) hereof to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer Owner Trustee pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Owner Trustee, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer granted, as of the Closing related Transfer Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans and proceeds and all other property conveyed to the Owner Trustee as of such Transfer Date, (ii) consisting of any other property specified in SECTION 2.01(A), the Depositor shall be deemed to have granted, as of the Closing Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend Within ten (10) days of the date first above written, the Depositor shall, at Depositor's sole expense, cause to treat be filed UCC-1 financing statements naming the Notes Owner Trustee as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Depositor to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor is located.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposespurposes (as to which no treatment is herein contemplated), the transfer transfers and assignment assignments of the Depositor Conveyed Assets Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other Collateral on property comprising the Closing Date constitutes an absolute sale Trust Estate specified in Section 2.01 (a) hereof, from the Depositor to the Issuer and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of . The parties hereto shall treat the Depositor Conveyed Assets Notes as indebtedness for federal, state and the other Collateral such that (i) the Depositor Conveyed Assets local income and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6franchise tax purposes. (c) If any of the assignments and transfers of the Conveyed Assets to Loans and the Depositor pursuant to the Receivables Purchase Agreement and other property of the Depositor Conveyed Assets Trust Estate specified in Section 2.01 (a) hereof to the Issuer pursuant to this AgreementAgreement or the conveyance of the Loans or any of such other property of the Trust Estate to the Issuer, other than for non-federal, state and local income or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant granted, as of the related Transfer Date, to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans and proceeds and all other property conveyed to the Issuer as of such Transfer Date, (ii) consisting of any other property specified in Section 2.01(a), the Depositor shall be deemed to have granted, as of the initial Closing Date, to the Issuer a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend On the Closing Date, the Depositor shall, at such party's sole expense, cause to treat be filed a UCC1 Financing Statement naming the Notes Issuer as indebtedness "secured party" and describing the Trust Estate being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Depositor to the Issuer with the office of the IndentureSecretary of State of the state in which the Depositor is located (pursuant to Section 9-307 of the UCC) and any other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate. In addition, on the Closing Date, the Loan Originator shall, at its expense, cause to be filed a UCC1 Financing Statement naming the Depositor as "secured party" and describing the Loans being sold by the Loan Originator to the Depositor with the office of the Secretary of the State in which the Loan Originator is located (pursuant to Section 9-307 of the UCC) and such other jurisdictions as shall be necessary to perfect a security interest in the Trust Estate.

Books and Records; Intention of the Parties. (a) Books and records for each Receivable have been clearly marked to reflect the ownership of each Receivable, as of the Closing Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture. (b) It is the intention of the parties hereto that, other than for non-federal, State and local income, single business or franchise tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller Sellers any Depositor Conveyed Assets or any other Collateral transferred by the Seller Sellers to the Depositor or disregard the separateness of the Depositor or the Issuer from the SellerSellers, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, other than for non-federal, State and local income, single business or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller Sellers and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed by the Depositor on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor and the Loan Originator, as the case may be, as a sale of assets and a contribution to capital by the Loan Originator and the Depositor, as applicable, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Trustee Issuer and for the benefit of the Noteholders pursuant to the IndentureSecurityholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfers and assignments of the Trust Estate on the initial Closing Date, on each Transfer Date and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale of the Trust Estate including, without limitation, the Loans and all other property comprising the Trust Estate specified in Section 2.01(a) hereof, from the Depositor to the Issuer and such property shall not be property of the Depositor. The parties hereto shall treat the Notes as indebtedness for federal, state and local income and franchise tax purposes. (c) Each transfer and assignment contemplated by this Agreement shall constitute a sale in part, and a contribution to capital in part, of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of Loans from the Depositor Conveyed Assets to the Issuer. Upon the consummation of those transactions the Loans shall be owned by and be the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets Issuer, and not owned by or any other Collateral transferred by otherwise be the Seller to property of, the Depositor for any purpose including without limitation any bankruptcy, receivership, insolvency, liquidation, conservatorship or disregard the separateness of similar proceeding relating to either the Depositor or the Issuer from or any property of either. The parties hereto hereby acknowledge that the SellerIssuer and its creditors are relying, and its subsequent transferees and their creditors will rely, on such sales and contributions being recognized as such. If (iiiA) any transfer and assignment contemplated hereby is subsequently determined for any reason under any circumstances to constitute a transfer to secure a loan rather than a sale in part, and a contribution in part, of the transfer Loans or (B) any Loan is otherwise held to be property of Depositor Conveyed Assets and the other Collateral pursuant to Depositor, then this Agreement (i) is and shall comply with be a security agreement within the requirements meaning of 12 C.F.R. Section 360.6. (c) If any Articles 8 and 9 of the assignments applicable Uniform Commercial Code and transfers of the Conveyed Assets to (ii) shall constitute a grant by the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, for non-tax purposes, is held or deemed not to be of a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer as of the Closing Date, a first priority security interest in all of the entire Depositor’s right, title and other interest of such Person in and to such property the Loans and the proceeds and other distributions and payments and general intangibles and other rights and benefits in respect thereof. In such eventFor purposes of perfecting that security interest under any applicable Uniform Commercial Code, the possession by, and notices and other communications with respect thereto to and from, the Issuer or any agent thereof, of money, notes and other documents evidencing ownership of and other rights with respect to the Conveyed Assets and the Depositor Conveyed Assets, respectively, the Receivables Purchase Agreement and this Agreement, Loans shall each constitute, and each hereby is deemed be “possession” by the parties secured party or purchaser and required notices and other communications to beand from applicable financial intermediaries, a security agreement under the New York UCCbailees and other agents. (d) The parties hereto intend to treat the Notes Depositor at its expense shall take such actions as indebtedness secured may be necessary or reasonably requested by the Collateral for federalIssuer or the Initial Noteholder to ensure the perfection, State and local incomepriority to all other security interests, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenturesecurity interest described in the preceding paragraph including without limitation the execution and delivery of such financing statements and amendments thereto, continuation statements and other documents as the Issuer may reasonably request.

Books and Records; Intention of the Parties. (a) Books and records for each Receivable Conveyed Asset have been clearly marked to reflect the ownership of each ReceivableConveyed Asset, as of the Closing Date, by the IssuerIssuing Entity, pledged, as of the Closing Date, to the Indenture Trustee for the benefit of the Noteholders pursuant to the IndentureNoteholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income, single business or franchise tax purposes, the transfer and assignment of the Depositor Conveyed Assets and the other Collateral on the Closing Date constitutes an absolute sale (and not a pledge to secure debt or other obligations of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate Sale and Servicing Agreement contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Loan Seller any Depositor Conveyed Assets or any other Collateral transferred by the Loan Seller to the Depositor or disregard the separateness of the Depositor Purchaser or the Issuer Issuing Entity from the Loan Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets to the Issuing Entity and the Depositor pursuant to the Receivables Asset Purchase Agreement and of the Depositor Conveyed Assets to the Issuer pursuant to this Agreement, other than for non-federal, state and local income, single business or franchise tax purposes, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this the Asset Purchase Agreement, and that, in such event, with respect to such property and proceeds thereof (including all Receivables Loans and related property), the Seller Loan Seller, and the Depositor shall be deemed to have granted and do hereby grant to the Issuer Issuing Entity as of the Closing Date, a first priority security interest in the entire right, title and interest of such Person in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets such property, this Agreement and the Depositor Conveyed Assets, respectively, the Receivables Asset Purchase Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, a security agreement under the New York UCC. (d) The parties hereto intend to treat the Notes as indebtedness secured by the Collateral for federal, State state and local income, single business and franchise tax purposes as provided for in Section 2.09(a) of the Indenture.. [End of Article II] Sale and Servicing Agreement

Books and Records; Intention of the Parties. (a) Books As of each Transfer Date, the sale of each of the Loans conveyed on such Transfer Date shall be reflected on the balance sheets and other financial statements of the Depositor or the Loan Originator, as the case may be, as a sale of assets by the Depositor or the Loan Originator, as the case may be, under GAAP. Each of the Servicer and the Custodian shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Receivable have been Loan which shall be clearly marked to reflect the ownership of each ReceivableLoan, as of the Closing related Transfer Date, by the Issuer, pledged, as of the Closing Date, to the Indenture Owner Trustee and for the benefit of the Noteholders pursuant to the IndentureCertificateholders. (b) It is the intention of the parties hereto that, other than for non-federal, state and local income or franchise tax purposes, the transfer transfers and assignment assignments of the Depositor Conveyed Assets and the other Collateral Owner Trust Estate on the Closing Date, on each Transfer Date constitutes an absolute and as otherwise contemplated by the Basic Documents and the Assignments shall constitute a sale (of the Owner Trust Estate including, without limitation, the Loans and all other property comprising the Owner Trust Estate specified in Section 3.01(a) hereof, from the Depositor to the Trust and such property shall not a pledge to secure debt or other obligations be property of the Depositor) of the Depositor Conveyed Assets and the other Collateral such that (i) the Depositor Conveyed Assets and the other Collateral shall not be included in the bankruptcy estate of the Depositor pursuant to 11 U.S.C. § 541, (ii) the FDIC shall not, by exercise of its authority to disaffirm or repudiate contracts under Section 13(e) of the Federal Deposit Insurance Act, reclaim, recover or recharacterize as property of the Seller any Depositor Conveyed Assets or any other Collateral transferred by the Seller to the Depositor or disregard the separateness of the Depositor or the Issuer from the Seller, and (iii) the transfer of Depositor Conveyed Assets and the other Collateral pursuant to this Agreement shall comply with the requirements of 12 C.F.R. Section 360.6. (c) If any of the assignments and transfers of the Conveyed Assets Loans and the other property of the Owner Trust Estate specified in Section 3.01(a) hereof to the Depositor pursuant to the Receivables Purchase Agreement and of the Depositor Conveyed Assets to the Issuer Owner Trustee pursuant to this Agreement, for non-tax purposesAgreement or the conveyance of the Loans or any of such other property of the Owner Trust Estate to the Owner Trustee, is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the parties hereto intend Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of the Receivables Purchase this Agreement and this Agreement, and that, in such event, with respect to such property and proceeds thereof property, (including all Receivables i) consisting of Loans and related property), the Seller and the Depositor shall be deemed to have granted and do hereby grant to the Issuer grants, as of the Closing related Transfer Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such Person Loans and proceeds and all other property conveyed to the Owner Trustee as of such Transfer Date, (ii) consisting of any other property specified in Section 3.01(a), the Depositor hereby grants, as of the Closing Date, to the Owner Trustee a first priority security interest in the entire right, title and interest of the Depositor in and to such property and the proceeds thereof. In such event, with respect to the Conveyed Assets and the Depositor Conveyed Assetssuch property, respectively, the Receivables Purchase this Agreement and this Agreement, shall each constitute, and each hereby is deemed by the parties to be, constitute a security agreement under the New York UCCapplicable law. (d) The parties hereto intend Within ten (10) days of the date first above written, the Depositor shall, at Depositor's sole expense, cause to treat be filed UCC-1 Financing Statements naming the Notes Owner Trustee as indebtedness "secured party" and describing the Owner Trust Estate being sold by the Collateral for federal, State and local income, single business and franchise tax purposes as provided for in Section 2.09(a) Depositor to the Trust with the office of the IndentureSecretary of State of the state in which the Depositor is located.