Common use of Characterization Clause in Contracts

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including, without limitation, the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities the Depositor to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 17 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The It is, further, not the intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: Seller then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) holder of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities 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 Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and Any assignment of the interest of the Purchaser shall, pursuant to the extent consistent with this Agreement, take such actions as may any provision hereof shall also be necessary to ensure that, if this Agreement were deemed to create a be an assignment of any security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcreated hereby.

Characterization. The (a) In order to protect the rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto agree intend that (i) the Lease be treated as the repayment and security provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, (ii) all payments of Basic Rent, Supplemental Rent, the Final Rent Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the Company be treated as entitled to all benefits of ownership of the Facility or any part thereof. In addition, the parties acknowledge that after payment in full of the Ownership Interests, the Yield accrued thereon and any other obligations of the Company under the Operative Documents, any remaining proceeds of the Facility shall be distributed to the Company. (b) The Company agrees that neither it nor any of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding clause (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is their express intent entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the conveyance contemplated Company from time to time) as may be appropriate to facilitate the realization of, and as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by this Agreement the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the case may be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. its sole opinion. (c) The parties hereto further agree Company acknowledges that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the partiesno Lease Participant, the Mortgage Loans are held to continue to be property Administrative Agent, the Lessor or any Affiliate of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashthereof is making any representation, instrumentsnor is it required to make any disclosure, securities now or other property; (c) in the assignment by CSFB Mortgage Securities future, with respect to the Trustee parties’ tax or accounting treatment of the Facility or the financing thereof, nor is any Lease Participant, the Lessor, the Administrative Agent, or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and accounting advice with respect to the Facility or the financing thereof, and the Company has had or will have the benefit of the advice of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed own independent tax and accounting advisors with respect to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingmatters.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale or contribution by Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Receivables hereunder shall be deemed constitute a true sale thereof, Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by Originator together with all other obligations of Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, securities or other property; (c) the assignment by CSFB Mortgage Securities Buyer and its assigns shall have, in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall assign to the Administrative Agent, for the benefit of the Administrative Agent, the Managing Agents and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted by the Purchase Agreement. The Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoing.Buyer hereunder.(4)

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) In order to protect the rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto agree intend that (i) the Lease be treated as the repayment and security provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, (ii) all payments of Basic Rent, Supplemental Rent, the Final Rent Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the Company be treated as entitled to all benefits of ownership of the Facility or any part thereof. In addition, the parties acknowledge that after payment in full of the Ownership Interests, the Yield accrued thereon and any other obligations of the Company under the Operative Documents, any remaining proceeds of the Facility shall be distributed to the Company. (b) The Company agrees that neither it nor any of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding subsection (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is their express intent entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the conveyance contemplated Company from time to time) as may be appropriate to facilitate the realization of, and as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by this Agreement the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the case may be, and be treated for all purposes as, a sale by the Seller in its sole opinion. (c) The Company acknowledges that none of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the partiesany Lease Participant, the Mortgage Loans are held to continue to be property Administrative Agent, the Lessor or any Affiliate of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashthereof is making any representation, instrumentsnor is it required to make any disclosure, securities now or other property; (c) in the assignment by CSFB Mortgage Securities future, with respect to the Trustee parties’ tax or accounting treatment of the Facility or the financing thereof, nor is any Lease Participant, the Lessor, the Administrative Agent, or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and accounting advice with respect to the Facility or the financing thereof, and the Company has had or will have the benefit of the advice of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed own independent tax and accounting advisors with respect to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingmatters.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), any transfer by TPNA to the Mortgage Loans are held to continue to SPE of Receivables hereunder shall be property of the Sellercharacterized in any manner other than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the applicable UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each transfer shall be deemed to be constitute a grant by the Seller true sale or true contribution and absolute assignment thereof, TPNA hereby grants to the Purchaser of SPE and its assigns a first priority security interest in all of the Seller's TPNA’s right, title and interest in, to and under the Receivables Assets and all proceeds thereof, whether existing as of the close of business on the Initial Cutoff Date or thereafter arising through and including the Termination Date (collectively, the “SPE’s Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by the SPE to TPNA in and an amount equal to the Mortgage Loans aggregate Purchase Price for the Purchased Receivables and all amounts the Purchase Price that would have been payable for the Contributed Receivables had they not been contributed to the holder(s) SPE’s capital, together with all other obligations of the Mortgage Loans in accordance with the terms thereof TPNA hereunder, which security interest, TPNA hereby represents and warrants, is valid, duly perfected and prior to all Liens (other than scheduled payments of interest Permitted Liens). The SPE and principal due on or before the Cut-off Date) and all proceeds of the conversionits assigns shall have, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes rights and such 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 Purchaser's security interest remedies which they may have under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The (a) It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Agent for all purposes asrepresentations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. (b) In addition to any ownership interest which the Agent may from time to time acquire pursuant hereto, Seller (i) reaffirms its prior grant of a sale by duly perfected security interest to the Seller Agent pursuant to the Existing Agreement and (ii) hereby grants to the Agent for the ratable benefit of the Purchasers a valid and continuing security interest in all the of Seller's ’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, and all proceeds of any thereof (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent and the Purchasers shall have, in and addition to the Mortgage Loansrights and remedies that they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC (or any comparable law) and other applicable law, which rights and remedies shall be cumulative. The parties Each party hereto further agree acknowledges and agrees that it is not their intention that such conveyance the security interest and liens granted in the Collateral under and pursuant to the Existing Agreement shall continue in full force and effect, and this Section 13.14(b) shall be deemed to be a pledge continuation and reaffirmation, and not a replacement or novation, of the Mortgage Loans by security interest and liens granted under and pursuant to the Seller to secure a debt or other obligation of the Seller. However, in the event thatExisting Agreement. (c) If, notwithstanding the intent intention of the partiesparties expressed above, the Mortgage Loans are held to continue to any sale or transfer by Seller hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title UCC and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The In the case of any Recharacterization, Seller represents and the Purchaser shall, warrants that each remittance of Collections to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create Agent or the Purchasers hereunder will have been (i) in payment of a security interest debt incurred in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law business or financial affairs and will be maintained as such throughout (ii) made in the term ordinary course of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary business or appropriate to accomplish the foregoingfinancial affairs.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Delaware Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoans and the Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's Seller right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoans and the Loan REMIC Interests, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement beexpressed in Section 1.2(b), and be treated for all purposes as, a any sale by the Seller Originator to Buyer of all the Seller's rightReceivables hereunder shall be characterized as a secured loan and not a sale, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that or such conveyance sale shall for any reason be a pledge of the Mortgage Loans by the Seller to secure a debt ineffective or other obligation of the Seller. Howeverunenforceable, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, the Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by the Originator together with all other obligations of the Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) The Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. The Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and the Pooling and Servicing Agreement. In connection Originator agrees to cooperate fully with the foregoingAdministrative Agent, the Seller authorizes Scotiabank Group Agent and the Purchaser Purchasers in the exercise of such rights and remedies. The Originator further agrees to execute and file such UCC financing statements as give to the Purchaser may deem necessary or appropriate Administrative Agent copies of all notices it is required to accomplish the foregoinggive to Buyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale or contribution by Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Receivables hereunder shall be deemed constitute a true sale thereof, Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest interest, now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising, and in all Collections, Related Security and Records with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by Originator together with all other obligations of Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, securities or other property; (c) the assignment by CSFB Mortgage Securities Buyer and its assigns shall have, in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. Originator hereby authorizes the Buyer (or its assigns), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted by the Purchase Agreement. The Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and , in any case without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.2(b), the Mortgage Loans are held any sale by any Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale, then: (a) or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversionforegoing to secure the prompt and complete payment of all of such Originator’s obligations hereunder, voluntary which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or involuntarythe Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the foregoing into cashUCC, instrumentsas secured party, securities or other property; to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (cb) the assignment by CSFB Mortgage Securities Each Originator acknowledges that Buyer, pursuant to the Trustee Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoans and the Loan REMIC Interests. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans and the Loan REMIC Interests by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans and the Loan REMIC Interests are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans and the Loan REMIC Interests provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and the Loan REMIC Interests and all amounts payable to the holder(s) of the Mortgage Loans and the Loan REMIC Interests in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans and the Loan REMIC Interests as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) pursuant to Section 9-305 of the Purchaser for Georgia Uniform Commercial Code, the purpose of perfecting such security interest under applicable law. The Seller New York Uniform Commercial Code and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest Uniform Commercial Code of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.any other applicable

Characterization. The It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in in, to and under the Collateral to the Mortgage LoansBuyer as provided in this Article II shall constitute an absolute sale, conveyance and transfer conveying good title, free and clear of any Lien and that the Collateral shall not be part of the Seller’s bankruptcy estate in the event of an Event of Bankruptcy with respect to the Seller. The parties hereto further agree that Furthermore, it is not their intention intended that such conveyance be deemed a pledge of the Mortgage Collateral Loans by and the Seller other Collateral to the Buyer to secure a debt or other obligation of the Seller. HoweverIf, in the event thathowever, notwithstanding the intent intention of the parties, the Mortgage Loans are held to continue conveyance provided for in this Article II is determined to be property of the Sellera transfer for security and not to be an absolute sale, then: (a) then this Agreement shall also be deemed to be be, and hereby is, a “security agreement under applicable law; (b) agreement” within the transfer meaning of Article 9 of the Mortgage Loans provided for herein shall be deemed to be a grant by UCC and the Seller hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's right, title and interest in, to and under the Collateral, now existing and hereafter created, to secure the prompt and complete payment of a loan deemed to have been made in and an amount equal to the Mortgage Loans and aggregate Purchase Price of the Collateral together with all amounts payable of the other obligations of the Seller hereunder. The Buyer shall have, in addition to the holder(s) rights and remedies which it may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Seller authorizes the Buyer, the Administrative Agent and the Collateral Agent on behalf of the Mortgage Loans Secured Parties to file UCC financing statements naming the Seller as “debtor”, the Buyer as “assignor secured party” and the Collateral Agent as “assignee secured party”, or similar applicable designations, and describing the Collateral, in accordance with each jurisdiction that the terms thereof (other than scheduled payments of interest and principal due on or before Buyer deems necessary in order to protect the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its security interests in the Mortgage Loans as contemplated by Collateral granted under this Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing2.05.

Characterization. The (a) It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Purchasers with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; PROVIDED, HOWEVER, that (i) Seller shall be liable to the Purchasers and the Agent for all purposes asrepresentations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator. (b) In addition to any ownership interest which the Agent or the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of Secured Parties a sale by the Seller valid and perfected security interest in all of all the Seller's right, title and interest in in, to and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt under all Receivables now existing or other obligation of the Seller. However, in the event that, notwithstanding the intent of the partieshereafter arising, the Mortgage Loans are held Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to continue to be property of the Sellersuch Receivables, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashprior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. To the fullest extent permitted by applicable law, instrumentsSeller hereby authorizes the Agent and its counsel to file the UCC financing statements (and any and all amendments thereto and continuations thereof), securities which financing statements may include "all-assets" descriptions of collateral, necessary or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests desirable in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser opinion of the related Mortgage Notes and such other items Agent to perfect or maintain the perfection 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 PurchaserAgent's security interest under applicable law; granted herein or any portion thereof, in each of the foregoing cases, without the signature and (e) notifications towithout further authorization of Seller. The Agent, and acknowledgments, receipts or confirmations from, persons or entities holding such propertyon behalf of the Secured Parties, shall be deemed notifications tohave, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, in addition to the extent consistent with rights and remedies that it may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreementcumulative. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.(signature pages follow)

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.5, the Mortgage Loans are held a court of competent jurisdiction shall characterize any sale or contribution by Originator to continue to Buyer of Receivables hereunder as a secured loan and not a sale, or such sale shall for any reason be property of the Sellerineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, the Servicer’s Concentration Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative, Originator hereby authorizes Buyer (or any of its interests in assigns), within the Mortgage Loans as contemplated by meaning of Section 16 hereof shall be deemed to be an assignment 9-509 of any security interest created hereunder; (d) the possession by the Purchaser applicable enactment of the related Mortgage Notes and such other items of property UCC, as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes , to file, without the signature of perfecting the Purchaser's security interest under applicable law; and debtor, the UCC financing statements contemplated hereby. (eb) notifications toOriginator acknowledges that Buyer, and acknowledgments, receipts or confirmations from, persons or entities holding such propertypursuant to the Purchase Agreement, shall be deemed notifications toassign to the Agent, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) for the benefit of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller Agent and the Purchaser shallPurchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Agent may further assign such rights, remedies, powers and privileges to the extent consistent with this permitted in the Purchase Agreement. Originator agrees that the Agent, as the assignee of the Seller, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.2(b), the Mortgage Loans are held any sale by any Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale, then: (a) or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by such Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Each Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Schedule A-1 Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Schedule A-1 Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Schedule A-1 Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Schedule A-1 Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Schedule A-1 Loans and all amounts payable to the holder(s) of the Mortgage Schedule A-1 Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Schedule A-1 Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Ohio Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Schedule A-1 Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated of the ING Receivables Interest by this Agreement be, and Triple-A to ING be treated for all purposes as, construed as a sale of the ING Receivables Interest by the Seller of all the Seller's right, title Triple-A to ING and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be as a pledge of the Mortgage Loans ING Receivables Interest by the Seller Triple-A to ING to secure a debt or other obligation of the Seller. Triple-A. However, in the event thatif, notwithstanding the aforementioned intent of the parties, the Mortgage Loans are ING Receivables Interest is held to continue to be property of the SellerTriple-A, then: , (a) it is the express intent of the parties that such conveyance be deemed a pledge of the ING Receivables Interest by Triple-A to ING to secure a debt or other obligation of Triple-A, and (b) (i) this Agreement shall also be deemed to be a security agreement under within the meaning of Article 9 of the Uniform Commercial Code of the applicable law; jurisdiction, and (bii) the transfer of the Mortgage Loans conveyance provided for herein shall be deemed to be a grant by the Seller Triple-A to the Purchaser ING of a first priority security interest in all of the SellerTriple-A's right, title and interest in and to the Mortgage Loans ING Receivables Interest, and all amounts payable to the holder(s) holder of the Mortgage Loans ING Receivables Interest in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) thereof, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) . Triple-A shall take such actions, at the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser expense of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shallING, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansING Receivables Interest, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with Triple-A does hereby consent to the foregoing, the Seller authorizes the Purchaser to execute and file such UCC filing by ING of financing statements as to perfect the Purchaser may deem necessary or appropriate to accomplish transactions contemplated hereby without the foregoing.signature of Triple-A.

Characterization. The (a) In order to protect the rights and remedies of the Funding Parties following a Termination Event or a Cancellation Event, and for the purposes of commercial law and Federal, state and local income and ad valorem taxes and Title 11 of the United States Code (or any other applicable Federal, state or local insolvency, reorganization, moratorium, fraudulent conveyance or similar law now or hereafter in effect for the relief of debtors), the parties hereto agree intend that (i) the Lease be treated as the repayment and security provisions of a loan by the Lessor to the Company in the amount of the Facility Cost, (ii) all payments of Basic Rent, Supplemental Rent, the Final Rent Payment, the Completion Costs Payment, the Termination Value and the Purchase Price be treated as payments of principal, interest and other amounts owing with respect to such loan and (iii) the Company be treated as entitled to all benefits of ownership of the Facility or any part thereof. In addition, the parties acknowledge that after payment in full of the Ownership Interests, the Yield accrued thereon and any other obligations of the Company under the Operative Documents, any remaining proceeds of the Facility shall be distributed to the Company. (b) The Company agrees that neither it nor any of its Affiliates (whether or not consolidated or combined returns are filed for any such Affiliate and the Company for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document inconsistent with the intended income tax treatment set forth in the preceding clause (a), and the Company agrees that the Company and any such Affiliates will file such returns, maintain such records, take such action and execute such documents (as reasonably requested by the Lessor or the Lease Participants from time to time) as may be appropriate to facilitate the realization of such intended income tax treatment. Each of the Lessor and the Lease Participants agrees that neither it nor any affiliate (whether or not consolidated or combined returns are filed for such affiliate and the Lessor or any Lease Participant, as the case may be, for federal, state or local income tax purposes) will at any time take any action, directly or indirectly, or file any return or other document claiming, or asserting that it is their express intent entitled to, the income tax benefits, deductions and/or credits which, pursuant to the intended income tax treatment set forth herein, would otherwise be claimed or claimable by the Company, and that it and any such affiliates will file such returns, maintain such records, take such actions, and execute such documents (as reasonably requested by the conveyance contemplated Company from time to time) as may be appropriate to facilitate the realization of, and as shall be consistent with, such intended income tax treatment, and if any such filing, maintenance, action or execution requested by this Agreement the Company or the Guarantor would result in any additional income tax liability payable by it or any affiliate, or could reasonably be expected to result in liability payable by it or any affiliate, unrelated to the intended income tax treatment set forth herein, then the Company will provide an indemnity against such unrelated income tax liability satisfactory to the Lessor or any Lease Participant, as the case may be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. its sole opinion. (c) The parties hereto further agree Company acknowledges that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the partiesno Lease Participant, the Mortgage Loans are held to continue to be property Lessor or any Affiliate of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashthereof is making any representation, instrumentsnor is it required to make any disclosure, securities now or other property; (c) in the assignment by CSFB Mortgage Securities future, with respect to the Trustee parties' tax or accounting treatment of the Facility or the financing thereof, nor is any Lease Participant, the Lessor or any Affiliate or any of the foregoing responsible, nor will it be responsible in the future, for tax and accounting advice with respect to the Facility or the financing thereof, and the Company has had or will have the benefit of the advice of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed own independent tax and accounting advisors with respect to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingmatters.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that Furthermore, it is not their the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, Seller then: (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment assignments by CSFB Mortgage Securities the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 4(d) hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the [Georgia] Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Securities by the Seller to the Depositor contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's rightrelated Collateral Securities. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller of the rights, titles and interests in and to such Collateral Securities conveyed to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, such rights, titles and interests in and to the Mortgage Loans Collateral Securities intended to be conveyed by the Seller are held to continue to be property of the Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Securities provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor of a first priority security interest in all of the Seller's rightrights, title titles and interest interests in and to such Collateral Securities intended to be conveyed by the Mortgage Loans and Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Securities in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment possession by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Collateral Securities and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession possession" by the secured partyparty and "control" for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities 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 Purchaser Depositor or any successor thereto for the purpose of perfecting such security interest under applicable law. The Any assignment of the rights, titles and interests of the Depositor in and to the Collateral Securities pursuant to any provision of the Indenture shall also be deemed to be an assignment of any related security interests created hereby. (b) On or prior to the Closing Date, the Seller shall xxxx its records to reflect that the Collateral Securities have been sold in accordance with this Agreement. In addition, the Seller and the Purchaser shallSponsor agree that from time to time, at the Sponsor's expense, it shall promptly execute and deliver all further instruments and documents, and take all further action, that the Depositor, the Issuer or the Trustee may reasonably request in order to perfect, protect or more fully evidence the purchases hereunder, or to enable the Depositor, the Issuer or the Trustee to exercise or enforce any of their respective rights with respect to the Collateral Securities. (c) The Seller hereby authorizes the Depositor or its assignee or designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral Securities now existing or hereafter arising in the name of the Seller as debtor and, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in permitted by the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Deposit Transfer Agreement and the Pooling and Servicing Agreement. In connection with Indenture, to notify the foregoing, issuers of the Seller authorizes Collateral Securities of the Purchaser to execute and file such UCC financing statements as sale of the Purchaser may deem necessary or appropriate to accomplish the foregoingCollateral Securities.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further -11- agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Landlord entering into this Lease: (a) Landlord and Tenant intend that: (i) this Lease constitutes an un-severable, unitary and single lease of all, but not less than all, of the conveyance contemplated by this Agreement beProperties, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest if at any time this Lease covers other real property in and addition to the Mortgage Loans. The parties hereto further agree that it Properties, neither this Lease, nor Tenant’s obligations or rights hereunder may be allocated or otherwise divided among such properties by Tenant; (ii) this Lease does not constitute separate leases contained in one document; (iii) the use of the expression “unitary lease” to describe this Lease is not their intention that such conveyance be a pledge merely for convenient reference, but is the conscious choice of the Mortgage Loans by the Seller parties to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding express the intent of the partiesparties in regard to an integral part of this transaction. To accomplish the creation of a unitary lease, the Mortgage Loans parties intend that the Rental and all other provisions of this Lease have been negotiated and agreed to based on a demise of all the Properties covered by this Lease as a single, composite, inseparable transaction; (iv) this Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the economic realities of this Lease are held to continue to be property those of a true lease; (v) except as expressly provided in this Lease, the Rental payable hereunder is payable for the Properties as a single, indivisible, integrated transaction and that but for such integration, the Rental would have been computed on a different basis; and (vi) the business relationship created by this Lease and any related documents is solely that of a long-term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the Selleragreements contained herein is intended, then: nor shall the same be deemed or construed, to create a partnership (ade facto or de jure) between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, nor to make Landlord in any way responsible for the debts, obligations or losses of Tenant. Except as expressly provided in this Agreement Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), all provisions of this Lease, including definitions, commencement and expiration dates, rental provisions, use provisions, renewal provisions, breach, default, enforcement and termination provisions and assignment and subletting provisions, shall apply equally and uniformly to all the Premises as one unit and are not severable. A default of any of the terms or conditions of this Lease occurring with respect to any one Property shall be deemed a default under this Lease with respect to all the Properties. Except as expressly provided in this Lease for specific isolated purposes (and in such cases only to the extent expressly so stated), the provisions of this Lease shall at all times be construed, interpreted and applied such that the intention of Landlord and Tenant to create a security agreement under applicable law; unitary lease shall be preserved and maintained. (b) the transfer of the Mortgage Loans provided Landlord and Tenant covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to Accounting Standards Codification (ASC) 842, as amended, and as a true lease for herein shall be deemed state law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any Affiliate to, at any time, take any action or fail to be a grant by the Seller take any action with respect to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on preparation or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment filing of any security interest created hereunder; statement or disclosure to Governmental Authority, including without limitation, any income tax return (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shallincluding an amended income tax return), to the extent consistent with this Agreement, that such action or such failure to take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest action would be inconsistent with the intention of the parties expressed in this Section 18.04; (iii) with respect to the Properties, the Lease Term (including any Extension Term) is less than eighty percent (80%) of the estimated remaining economic life of the Properties; and (iv) the Base Annual Rental is the fair market value for the use of the Properties and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations pursuant to, this Lease do not constitute a perfected security interest transfer of first priority under applicable law and will be maintained as such throughout all or any part of the term Properties. (c) Tenant waives any claim or defense based upon the characterization of this Agreement Lease as anything other than a true lease and as a master lease of all of the Pooling Properties. Tenant stipulates and Servicing Agreement. In connection agrees: (i) not to challenge the validity, enforceability or characterization of the lease of the Properties as a true lease and/or as a single, unitary, un-severable instrument pertaining to the lease of all, but not less than all, of the Properties; and (ii) not to assert or take or omit to take any action inconsistent with the foregoingagreements and understandings set forth in this Section 18.04. (d) Tenant acknowledges that fee simple title (both legal and equitable) is in Landlord and that Tenant has only the leasehold right of possession and use of the Properties as provided herein. (e) For the purposes of any assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 or any amendment or successor section thereof, this is one indivisible and non-severable lease dealing with all Properties which must be assumed, rejected or assigned as a whole with respect to all (and only all) of the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingProperties.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In -12- connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by following expressions of intent, representations, warranties, covenants, agreements, stipulations and waivers are a material inducement to Landlord entering into this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: Lease: (a) Tenant has made its own independent determination that this Agreement shall be deemed to be a security agreement under applicable law; Lease qualifies for sale-leaseback accounting in accordance with FASB Accounting Standards Codification (ASC) Subtopic 840-40. (b) Landlord and Tenant intend that (i) this Lease is a “true lease,” is not a financing lease, capital lease, mortgage, equitable mortgage, deed of trust, trust agreement, security agreement or other financing or trust arrangement, and the transfer economic realities of this Lease are those of a true lease and (ii) the business relationship created by this Lease and any related documents is solely that of a long term commercial lease between Landlord and Tenant, the Lease has been entered into by both parties in reliance upon the economic and legal bargains contained herein, and none of the Mortgage Loans provided for agreements contained herein is intended, nor shall the same be deemed or construed, to be create a grant by partnership (de facto or de jure) between Landlord and Tenant, to make them joint venturers, to make Tenant an agent, legal representative, partner, subsidiary or employee of Landlord, nor to make Landlord in any way responsible for the Seller to the Purchaser debts, obligations or losses of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; Tenant. (c) the assignment by CSFB Mortgage Securities Landlord and Tenant covenant and agree that: (i) each will treat this Lease as an operating lease pursuant to ASC Subtopic 840-40, as amended, and as a true lease for state law reporting purposes and for federal income tax purposes; (ii) each party will not, nor will it permit any Affiliate to, at any time, take any action or fail to take any action with respect to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment preparation or filing of any security interest created hereunder; statement or disclosure to Governmental Authority, including without limitation, any income tax return (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shallincluding an amended income tax return), to the extent consistent with this Agreement, that such action or such failure to take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest action would be inconsistent with the intention of the parties expressed in this Section 17.28; (iii) with respect to the Property, the Lease Term (including any Extension Term) is less than eighty percent (80%) of the estimated remaining economic life of the Property; and (iv) the Fixed Annual Rent is the fair market value for the use of the Property and was agreed to by Landlord and Tenant on that basis, and the execution and delivery of, and the performance by Tenant of its obligations under, this Lease do not constitute a perfected security interest transfer of first priority under applicable law and will be maintained as such throughout all or any part of the term Property. (d) Tenant waives any claim or defense based upon the characterization of this Agreement Lease as anything other than a true lease of all of the Property. Tenant stipulates and agrees (i) not to challenge the Pooling validity, enforceability or characterization of the lease of the Property as a true lease and/or as a single, unitary, unseverable instrument pertaining to the lease of all the Property; and Servicing Agreement. In connection (ii) not to assert or take or omit to take any action inconsistent with the foregoing, the Seller authorizes the Purchaser to execute agreements and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingunderstandings set forth in this Section 17.28.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(c), any transfer by any Originator to the Mortgage Loans are held to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized in any manner other than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the applicable UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each transfer shall be deemed to be constitute a grant by true sale or true contribution and absolute assignment thereof, each of the Seller Originators hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's such Originator’s right, title and interest in in, to and under (i) all Receivables existing as of the close of business on the Initial Cutoff Date or thereafter arising from time to time prior to the Mortgage Loans Termination Date, and all amounts payable to rights and payments relating thereto, (ii) all Related Security relating thereto, whether existing on the holder(sInitial Cutoff Date or thereafter arising, (iii) of all Collections thereof, whether existing on the Mortgage Loans in accordance with Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and each Lock-Box Account, whether existing on the terms thereof Initial Cutoff Date or thereafter arising, and (other than scheduled payments of interest and principal due on or before the Cut-off Datev) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashforegoing, instrumentswhether existing on the Initial Cutoff Date or thereafter arising (collectively, securities or other property; (c) the assignment “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by CSFB Mortgage Securities the Buyer to each Originator in an amount equal to the Trustee of its interests aggregate Purchase Price for the Purchased Receivables originated by such Subsidiary Originator (or, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to be an assignment the Buyer’s capital), together with all other obligations of any such Originator hereunder, which security interest created hereunder; (d) the possession by the Purchaser interest, each of the related Mortgage Notes Originators hereby represents and such other items of property as constitute instrumentswarrants, moneyis valid, negotiable documents or chattel paper shall be deemed duly perfected and prior to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable lawall Adverse Claims. The Seller Buyer and the Purchaser shallits assigns shall have, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section SECTION 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the -11- Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.5, the Mortgage Loans are held a court of competent jurisdiction shall characterize any sale or contribution by Originator to continue to Buyer of Receivables hereunder as a secured loan and not a sale, or such sale shall for any reason be property of the Sellerineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, the Servicer’s Concentration Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative, Originator hereby authorizes Buyer (or any of its interests in assigns), within the Mortgage Loans as contemplated by meaning of Section 16 hereof shall be deemed to be an assignment 9-509 of any security interest created hereunder; (d) the possession by the Purchaser applicable enactment of the related Mortgage Notes and such other items of property UCC, as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes , to file, without the signature of perfecting the Purchaser's security interest under applicable law; and debtor, the UCC financing statements contemplated hereby. (eb) notifications toOriginator acknowledges that Buyer, and acknowledgments, receipts or confirmations from, persons or entities holding such propertypursuant to the Purchase Agreement, shall be deemed notifications toassign to the Administrative Agent, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) for the benefit of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller Agents and the Purchaser shallPurchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent consistent with this permitted in the Purchase Agreement. Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and Originator agrees to cooperate fully with the Agents and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.5, the Mortgage Loans are held a court of competent jurisdiction shall characterize any sale or contribution by an Originator to continue to Buyer of Receivables hereunder as a secured loan and not a sale, or such sale shall for any reason be property of the Sellerineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale or contribution, as applicable, of Receivables hereunder shall be deemed constitute a true sale or contribution, as applicable, thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, the Servicer’s Concentration Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by such Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative, each Originator hereby authorizes Buyer (or any of its interests in assigns), within the Mortgage Loans as contemplated by meaning of Section 16 hereof shall be deemed to be an assignment 9-509 of any security interest created hereunder; (d) the possession by the Purchaser applicable enactment of the related Mortgage Notes and such other items of property UCC, as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes , to file, without the signature of perfecting the Purchaser's security interest under applicable law; and debtor, the UCC financing statements contemplated hereby. (eb) notifications toEach Originator acknowledges that Buyer, and acknowledgments, receipts or confirmations from, persons or entities holding such propertypursuant to the Purchase Agreement, shall be deemed notifications toassign to the Administrative Agent, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) for the benefit of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller Agents and the Purchaser shallPurchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Administrative Agent may further assign such rights, remedies, powers and privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, as the assignee of the Buyer, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies), and each Originator agrees to cooperate fully with the Agents and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The It is the express intent of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that Furthermore, it is not their the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, Seller then: (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment assignments by CSFB Mortgage Securities the Purchaser to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 4(d) hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Georgia Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(c), any transfer by any Originator to the Mortgage Loans are held to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized in any manner other than a true sale or true contribution or such transfer for any reason shall be ineffective or unenforceable, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the applicable UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each transfer shall be deemed to be constitute a grant by true sale or true contribution and absolute assignment thereof, each of the Seller Originators hereby grants to the Purchaser of Buyer a first priority security interest in all of the Seller's such Originator’s right, title and interest in in, to and under (i) all Receivables existing as of the close of business on the Initial Cutoff Date or thereafter arising from time to time prior to the Mortgage Loans Termination Date, and all amounts payable to rights and payments relating thereto, (ii) all Related Security relating thereto, whether existing on the holder(sInitial Cutoff Date or thereafter arising, (iii) of all Collections thereof, whether existing on the Mortgage Loans in accordance with Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and each Lock-Box Account, whether existing on the terms thereof Initial Cutoff Date or thereafter arising, and (other than scheduled payments of interest and principal due on or before the Cut-off Datev) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashforegoing, instrumentswhether existing on the Initial Cutoff Date or thereafter arising (collectively, securities or other property; (c) the assignment “Originator Collateral”), to secure the prompt and complete payment of a loan deemed to have been made by CSFB Mortgage Securities the Buyer to each Originator in an amount equal to the Trustee of its interests aggregate Purchase Price for the Purchased Receivables originated by such Subsidiary Originator (xxxxx, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to be an assignment the Buyer’s capital), together with all other obligations of any such Originator hereunder, which security interest created hereunder; (d) the possession by the Purchaser interest, each of the related Mortgage Notes Originators hereby represents and such other items of property as constitute instrumentswarrants, moneyis valid, negotiable documents or chattel paper shall be deemed duly perfected and prior to be "possession by the secured party" for purposes of perfecting the Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable lawall Adverse Claims. The Seller Buyer and the Purchaser shallits assigns shall have, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The (a) If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated expressed in SECTION 1.2(b), any sale by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement beshall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each sale of Receivables hereunder shall constitute a true sale thereof, each Originator hereby grants to Buyer a valid and be treated for perfected security interest in all purposes as, a sale by the Seller of all the Sellersuch Originator's right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by such Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative, Each Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer's collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) Each Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer's rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer's assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The It is the intention of the parties that the Lessee shall treat this Lease, for accounting purposes, as an operating lease, and for all other purposes, including federal, state and local income Tax, and commercial law and bankruptcy purposes, it is the intention of the parties hereto agree that it is their express intent (i) this Lease and the corresponding Lease Supplement be treated as either a mortgage, assignment of rents and security agreement or a deed of trust, assignment of rents and security agreement and financing statement or similar instrument with a POWER OF SALE (the "Lessee Mortgage") from the Lessee, as mortgagor, to the Lessor, and that the conveyance contemplated by this Agreement beLessee, as grantor, hereby has mortgaged, given, granted, bargained, sold alienated, enfeoffed, conveyed, confirmed and assigned, WITH POWER OF SALE, and be treated for all purposes asby these presents does mortgage, give, grant, bargain, sale, alienate, enfeoff, convey, confirm and assign WITH POWER OF SALE unto the Lessor, as mortgagee, a sale by first and paramount Lien on the Seller of all the SellerLEASE Proprietary & Confidential Lessee's right, title and interest in the Mortgaged Property (as defined in the applicable Lease Supplement), (ii) the Lessee Mortgage will secure the payment and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge performance of the Mortgage Loans by Secured Obligations, (iii) all payments of Fixed Rent and Additional Rent shall be treated as payment of interest on the Seller to secure a debt or other obligation Secured Obligations, and all payments of Termination Value and Residual Value Amount shall be treated as payment of principal of the Seller. HoweverSecured Obligations, in (iv) the event that, notwithstanding the intent Lessor shall have all of the partiesrights, powers and remedies of a mortgagee and/or secured party available under applicable Law to take possession of and sell (whether by judicial foreclosure, power of sale or otherwise) the Mortgage Loans are held to continue to be property Mortgaged Property, (v) the effective date of the Seller, then: Lessee Mortgage will be the date of the applicable Lease Supplement and (avi) this Agreement the reference to Section 11.01 and the recording of the applicable Lease Supplement shall be deemed to be a security agreement under applicable law; (b) the transfer recording of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingLessee Mortgage.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.2(b), the Mortgage Loans are held any sale by any Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale, then: (a) or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversionforegoing to secure the prompt and complete payment of all of such Originator’s obligations hereunder, voluntary which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or involuntarythe Administrative Agent, as Xxxxx’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the foregoing into cashUCC, instrumentsas secured party, securities or other property; to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (cb) the assignment by CSFB Mortgage Securities Each Originator acknowledges that Buyer, pursuant to the Trustee Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoingAdministrative Agent copies of all notices it is required to give to Buyer hereunder. 765800784 14448925 5 4871-5521-5052, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.v.3

Characterization. The (a) If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement beexpressed in Section 1.2(b), and be treated for all purposes as, a any sale by the Seller Originator to Buyer of all the Seller's rightReceivables hereunder shall be characterized as a secured loan and not a sale, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that or such conveyance sale shall for any reason be a pledge of the Mortgage Loans by the Seller to secure a debt ineffective or other obligation of the Seller. Howeverunenforceable, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, the Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by the Originator together with all other obligations of the Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) The Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. The Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference Is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and the Pooling and Servicing Agreement. In connection Originator agrees to cooperate fully with the foregoingAdministrative Agent, the Seller authorizes Scotiabank Group Agent and the Purchaser Purchasers in the exercise of such rights and remedies. The Originator further agrees to execute and file such UCC financing statements as give to the Purchaser may deem necessary or appropriate Administrative Agent copies of all notices it is required to accomplish the foregoinggive to Buyer hereunder.

Characterization. The If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated expressed in Section 1.2(c), any sale or contribution by an Originator or Parent to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or contribution or such transfer shall for any reason be ineffective or unenforceable, then this Agreement be, shall be deemed to constitute a security agreement under the UCC and be treated for other applicable law. For this purpose and without being in derogation of the parties' intention that each conveyance of Receivables by an Originator or Parent hereunder shall constitute a true sale or other absolute assignment thereof: (i) Parent hereby grants to Buyer a duly perfected security interest in all purposes as, a sale by the Seller of all the SellerParent's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be Initial Contributed Assets and all proceeds thereof to secure the prompt and complete payment of a pledge loan deemed to have been made in an amount equal to the credit to Buyer's paid-in capital and capital surplus booked at the time of the Mortgage Loans by the Seller issuance to secure a debt or Parent of Buyer's Equity Interests, together with all other obligation obligations of the Seller. HoweverParent to Buyer hereunder, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement which security interest shall be deemed prior to be all other Adverse Claims (except as created under the Transaction Documents), and (ii) such Originator hereby grants to Buyer a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority duly perfected security interest in all of the Sellersuch Originator's right, title and interest in in, to and under all Receivables of such Originator which are now existing or hereafter arising, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) such Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities a loan deemed to have been made in an amount equal to the Trustee of Purchase Price owing to such Originator. Buyer and its interests assigns shall have, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the North Carolina Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Interests by each Seller to the Issuer contemplated by this Agreement be, and be treated for all purposes as, a sale by the related Seller of all the Seller's rightrelated Collateral Interests. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge by the applicable Seller of the Mortgage Loans by the Seller rights, titles and interests in and to such Collateral Interests conveyed to secure a debt or other obligation of the such Seller. However, in the event that, notwithstanding the intent of the parties, such rights, title and interest in and to the Mortgage Loans Collateral Interests intended to be conveyed by such Seller are held to continue to be property of the such Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Interests provided for herein shall be deemed to be a grant by the applicable Seller to the Purchaser Issuer of a first priority security interest in all of the Seller's rightrights, title and interest in and to the Mortgage Loans and such Collateral Interests intended to be conveyed by such Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Interests in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser Issuer of the related Mortgage Notes Collateral Interests and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession “possession” by the secured party" party and “control” for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgments, receipts or confirmations from, persons or entities 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 Purchaser Issuer or any successor thereto for the purpose of perfecting such security interest under applicable law. The Any assignment of the rights, titles and interests of the Issuer in and to the Collateral Interests pursuant to any provision of the Indenture shall also be deemed to be an assignment of any related security interests created hereby. (b) On or prior to the Closing Date, with respect to the Initial Collateral Interests purchased on the Closing Date, and on or prior to the applicable Subsequent Seller and Transfer Date, with respect to the Purchaser shallAdditional Collateral Interests, each Seller shall xxxx its records, as applicable, to reflect that the extent consistent Collateral Interests have been sold in accordance with this Agreement. In addition, each Seller agrees that from time to time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take such actions as all further action, that the Issuer may be necessary reasonably request in order to ensure thatperfect, if this Agreement were deemed protect or more fully evidence the purchases hereunder, or to create a security interest enable the Issuer to exercise or enforce any of its rights with respect to the Collateral Interests. (c) Each Seller hereby authorizes the Issuer or its assignee or designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral Interests now existing or hereafter arising in the Mortgage Loans, such security interest would be a perfected security interest name of first priority under the applicable law Seller as debtor and will be maintained as such throughout to notify the term issuers of this Agreement and the Pooling and Servicing Agreement. In connection with Collateral Interests of the foregoing, sale of the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingCollateral Interests.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Ohio Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which Purchase shall provide the Purchasers with the full benefits of ownership of the applicable Receivable Interest. Except as specifically provided in this Agreement, each sale of a Receivable Interest hereunder is made without recourse to Seller; PROVIDED, HOWEVER, that (i) Seller shall be liable to the Purchasers and the Agent for all purposes asrepresentations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or any Originator or any other person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or any Originator. (b) In addition to any ownership interest which the Agent or the Purchasers may from time to time acquire pursuant hereto, Seller hereby grants to the Agent for the ratable benefit of Secured Parties a sale by the Seller valid and perfected security interest in all of all the Seller's right, title and interest in in, to and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt under all Receivables now existing or other obligation of the Seller. However, in the event that, notwithstanding the intent of the partieshereafter arising, the Mortgage Loans are held Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to continue to be property of the Sellersuch Receivables, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, any of the foregoing into cashprior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. To the fullest extent permitted by applicable law, instrumentsSeller hereby authorizes the Agent and its counsel to file the UCC or PPSA financing statements (and any and all amendments thereto and continuations thereof), securities which financing statements may include "all-assets" descriptions of collateral, necessary or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests desirable in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser opinion of the related Mortgage Notes and such other items Agent to perfect or maintain the perfection 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 PurchaserAgent's security interest under applicable law; granted herein or any portion thereof, in each of the foregoing cases, without the signature and (e) notifications towithout further authorization of Seller. The Agent, and acknowledgments, receipts or confirmations from, persons or entities holding such propertyon behalf of the Secured Parties, shall be deemed notifications tohave, or acknowledgmentsin addition to the rights and remedies that it may have under this Agreement, receipts or confirmations fromall other rights and remedies provided to a secured creditor under the UCC, bailees or agents the PPSA (as applicable) of the Purchaser for the purpose of perfecting such security interest under and other applicable law, which rights and remedies shall be cumulative. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.(signature pages follow) 47

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatIf, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale or contribution by Originator to continue to Buyer of Receivables hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that the sale of Receivables hereunder shall constitute a true sale thereof, Originator (i) reaffirms its prior grant of a duly perfected security interest to Buyer pursuant to the Existing RSA and (ii) hereby grants to Buyer a duly perfected security interest in all of Originator’s right title and interest in, to and under all Receivables now existing and hereafter arising through and including the Termination Date, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account, all other rights and payments relating to the Receivables and all proceeds of the foregoing (collectively, the “RSA Collateral”) to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Each party hereto acknowledges and agrees that the security interest and liens granted pursuant to the Existing RSA shall continue in full force and effect, and this Section 1.6 shall be deemed to be a grant by the Seller to the Purchaser of continuation and reaffirmation, and not a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on replacement or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntarynovation, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities security interest and liens granted under and pursuant to the Trustee of Existing RSA. Buyer and its interests assigns shall have, in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer represents and warrants as may be necessary to ensure that, if this Agreement were deemed itself that each remittance of Collections by the Originator to create the Buyer hereunder will have been (i) in payment of a security interest debt incurred by the Originator in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law and will be maintained as such throughout business or financial affairs of the term of this Agreement Originator and the Pooling Buyer and Servicing Agreement. In connection with (ii) made in the foregoing, ordinary course of business or financial affairs of the Seller authorizes Originator and the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingBuyer.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoan. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans Loan by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Loan is held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Loan provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans Loan and all amounts payable to the holder(s) of the Mortgage Loans Loan in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage LoansLoan. The parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans Loan by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are Loan is held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans Loan provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans Loan and all amounts payable to the holder(s) of the Mortgage Loans those assets in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities SBMS VII to the Trustee of its interests in the Mortgage Loans Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser or any successor thereto of the related Mortgage Notes Note and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Maryland Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser or any successor thereto for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage LoansLoan, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) If, notwithstanding the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement beexpressed in Section 1.2(b), and be treated for all purposes as, a any sale by the Seller Originator to Buyer of all the Seller's rightReceivables hereunder shall be characterized as a secured loan and not a sale, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that or such conveyance sale shall for any reason be a pledge of the Mortgage Loans by the Seller to secure a debt ineffective or other obligation of the Seller. Howeverunenforceable, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, the Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by the Originator together with all other obligations of the Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. The Originator hereby authorizes Buyer (or the Administrative Agent, as Buyer’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the UCC, as secured party, to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (b) The Originator acknowledges that Buyer, pursuant to the Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. The Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and the Pooling and Servicing Agreement. In connection Originator agrees to cooperate fully with the foregoingAdministrative Agent, the Seller authorizes Scotiabank Group Agent and the Purchaser Purchasers in the exercise of such rights and remedies, The Originator further agrees to execute and file such UCC financing statements as give to the Purchaser may deem necessary or appropriate Administrative Agent copies of all notices it is required to accomplish the foregoinggive to Buyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.1(b), the Mortgage Loans are held any sale by any Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale, then: (a) or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto, each Post Office Box, Lock-Box and Collection Account, all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversion, voluntary or involuntary, foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the foregoing into cashReceivables originated by such Originator together with all other obligations of such Originator hereunder, instrumentswhich security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, securities or other property; (c) the assignment by CSFB Mortgage Securities in addition to the Trustee rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative, Each Originator hereby authorizes Buyer (or any of its interests in assigns), within the Mortgage Loans as contemplated by meaning of Section 16 hereof shall be deemed to be an assignment 9-509 of any security interest created hereunder; (d) the possession by the Purchaser applicable enactment of the related Mortgage Notes and such other items of property UCC, as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes , to file, without the signature of perfecting the Purchaser's security interest under applicable law; and debtor, the UCC financing statements contemplated hereby. (eb) notifications toEach Originator acknowledges that Buyer, and acknowledgments, receipts or confirmations from, persons or entities holding such propertypursuant to the Purchase Agreement, shall be deemed notifications toassign to the Agent, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) for the benefit of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller Agent and the Purchaser shallPurchasers thereunder, all of its rights, remedies, powers and privileges under this Agreement and that the Agent may further assign such rights, remedies, powers and privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Agent, as the assignee of the Seller, shall, subject to the terms of the Purchase Agreement, take such actions as may be necessary have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities PSSFC to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the New Jersey Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, each purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable Purchaser Interest. Except as specifically provided in this Agreement, each sale of a Purchaser Interest hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser and the Agent for all purposes asrepresentations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser or the Agent or any assignee thereof of any obligation of Seller or the applicable Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Invoices, or any other obligations of Seller or the applicable Originator. (b) If, notwithstanding the intention of the parties expressed in Section 14.14(a), the sale by Seller of any Purchaser Interests hereunder shall be characterized as a secured loan and not a sale, or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that each sale of a Purchaser Interest hereunder shall constitute a true sale thereof, Seller hereby grants to the Agent for the benefit of the Purchasers, a sale by the Seller duly perfected security interest in all of all the Seller's right, title and interest in in, to and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Interests and all proceeds thereof to secure the prompt and complete payment of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities a loan deemed to have been made in an amount equal to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof Aggregate Unpaids, which security interest shall be deemed prior to be all other Adverse Claims thereto except for PACA Liens. Upon the occurrence of an assignment of any security interest created hereunder; (d) Amortization Event, the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller Agent and the Purchaser shallPurchasers shall have, in addition to the extent consistent with rights and remedies which they may have under this Agreement, take such actions as may all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoingcumulative.

Characterization. The (a) It is the express intent of the parties hereto agree that it is their express intent that the conveyance of the Collateral Securities by the Seller to the Depositor contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's rightrelated Collateral Securities. It is, title and interest in and to further, not the Mortgage Loans. The intention of the parties hereto further agree that it is not their intention that such conveyance be deemed a pledge of the Mortgage Loans by the Seller of the rights, titles and interests in and to such Collateral Securities conveyed to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, such rights, titles and interests in and to the Mortgage Loans Collateral Securities intended to be conveyed by the Seller are held to continue to be property of the Seller, then: then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the transfer conveyance of the Mortgage Loans such Collateral Securities provided for herein shall be deemed to be a grant by the Seller to the Purchaser Depositor of a first priority security interest in all of the Seller's rightrights, title titles and interest interests in and to such Collateral Securities intended to be conveyed by the Mortgage Loans and Seller, all amounts payable to the holder(s) holders of the Mortgage Loans such Collateral Securities in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment possession by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Collateral Securities and such other items of property as constitute instruments, money, negotiable documents or documents, chattel paper or investment property shall be deemed to be "possession “possession” by the secured party" party and “control” for purposes of perfecting the Purchaser's security interest under pursuant to the Uniform Commercial Code as in effect in any applicable lawjurisdiction (including but not limited to Sections 9-313 and 9-106 thereof); and (ed) notifications toto Persons holding such property, and acknowledgmentsacknowledgements, receipts or confirmations from, persons or entities 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 Purchaser Depositor or any successor thereto for the purpose of perfecting such security interest under applicable law. The Any assignment of the rights, titles and interests of the Depositor in and to the Collateral Securities pursuant to any provision of the Indenture shall also be deemed to be an assignment of any related security interests created hereby. (b) On or prior to the Closing Date, with respect to the Collateral Securities purchased on the Closing Date, and, on or prior to the applicable Subsequent Seller Transfer Date, with respect to the Additional Collateral Securities purchased after the Closing Date, the Seller shall xxxx its records to reflect that the Collateral Securities have been sold in accordance with this Agreement. In addition, the Seller and the Purchaser shallSponsor agree that from time to time, at the Sponsor’s expense, it shall promptly execute and deliver all further instruments and documents, and take all further action, that the Depositor, the Issuer or the Trustee may reasonably request in order to perfect, protect or more fully evidence the purchases hereunder, or to enable the Depositor, the Issuer or the Trustee to exercise or enforce any of their respective rights with respect to the Collateral Securities. (c) The Seller hereby authorizes the Depositor or its assignee or designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Collateral Securities now existing or hereafter arising in the name of the Seller as debtor and, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in permitted by the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Deposit Transfer Agreement and the Pooling and Servicing Agreement. In connection with Indenture, to notify the foregoing, issuers of the Seller authorizes Collateral Securities of the Purchaser to execute and file such UCC financing statements as sale of the Purchaser may deem necessary or appropriate to accomplish the foregoingCollateral Securities.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that(a) If, notwithstanding the intent intention of the partiesparties expressed in Section 1.2(b), the Mortgage Loans are held any sale by any Originator to continue to Buyer of Receivables hereunder shall be property of the Sellercharacterized as a secured loan and not a sale, then: (a) or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to be constitute a security agreement under the UCC and other applicable law; (b) the transfer . For this purpose and without being in derogation of the Mortgage Loans provided for herein parties’ intention that each sale of Receivables hereunder shall be deemed constitute a true sale thereof, each Originator hereby grants to be Buyer a grant by the Seller to the Purchaser of a first priority valid and perfected security interest in all of the Seller's such Originator’s right, title and interest in, to and under all Receivables now existing and hereafter arising, and in all Collections and Related Security with respect thereto (including, without limitation, each Lock-Box and Collection Account), all other rights and payments relating to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) Receivables and all proceeds of the conversionforegoing to secure the prompt and complete payment of all of such Originator’s obligations hereunder, voluntary which security interest shall be prior to all other Adverse Claims thereto. Buyer shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Buyer (or involuntarythe Administrative Agent, as Xxxxx’s collateral assignee), within the meaning of Section 9-509 of any applicable enactment of the foregoing into cashUCC, instrumentsas secured party, securities or other property; to file, without the signature of the debtor, the UCC financing statements contemplated hereby. (cb) the assignment by CSFB Mortgage Securities Each Originator acknowledges that Buyer, pursuant to the Trustee Purchase Agreement, shall collaterally assign to the Administrative Agent, for the benefit of the Administrative Agent and the Purchasers thereunder, all of its interests in rights, remedies, powers and privileges under this Agreement and that the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes Administrative Agent may further assign such rights, remedies, powers and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, privileges to the extent consistent with this permitted in the Purchase Agreement. Each Originator agrees that the Administrative Agent, take such actions as may be necessary the collateral assignee of Buyer, shall, following the occurrence and during the continuance of an Amortization Event, have the right to ensure that, if enforce this Agreement were deemed and to create a security interest exercise directly all of Buyer’s rights and remedies under this Agreement (including, without limitation, the right to give or withhold any consents or approvals of Buyer to be given or withheld hereunder, and, in any case, without regard to whether specific reference is made to Buyer’s assigns or collateral assignees in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term provisions of this Agreement which set forth such rights and remedies) and each Originator agrees to cooperate fully with the Administrative Agent and the Pooling Purchasers in the exercise of such rights and Servicing Agreementremedies. In connection with Each Originator further agrees to give to the foregoing, the Seller authorizes the Purchaser Administrative Agent copies of all notices it is required to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate give to accomplish the foregoingBuyer hereunder.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Exhibit A-1 Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Exhibit A-1 Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Exhibit A-1 Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Exhibit A-1 Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Exhibit A-1 Loans and all amounts payable to the holder(s) of the Mortgage Exhibit A-1 Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Exhibit A-1 Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees bailees, agents or agents securities intermediaries (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions actions, including, without limitation, the filing of UCC financing statements, as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Exhibit A-1 Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, and be treated for all purposes as, a sale by the Seller of all the Seller's right, title and interest in and to the Mortgage Loans. The parties hereto further agree that it is not their intention that such conveyance be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Seller, then: (a) this Agreement shall be deemed to be a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under pursuant to Section 9-305 of the Georgia Uniform Commercial Code, the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable lawjurisdiction; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary or appropriate to accomplish the foregoing.

Characterization. The (a) It is the intention of the parties hereto agree that it is their express intent that the conveyance contemplated by this Agreement be, each Purchase hereunder shall constitute and be treated as an absolute and irrevocable sale, which purchase shall provide the applicable Purchaser with the full benefits of ownership of the applicable interest in the Purchaser Interest. Except as specifically provided in this Agreement, each Purchase hereunder is made without recourse to Seller; provided, however, that (i) Seller shall be liable to each Purchaser, each Managing Agent and the Administrative Agent for all purposes asrepresentations, warranties, covenants and indemnities made by Seller pursuant to the terms of this Agreement, and (ii) such sale does not constitute and is not intended to result in an assumption by any Purchaser, any Managing Agent or the Administrative Agent or any assignee thereof of any obligation of Seller or Originator or any other Person arising in connection with the Receivables, the Related Security, or the related Contracts, or any other obligations of Seller or Originator. (b) In addition to any ownership interest which the Administrative Agent, on behalf of the Purchasers, may from time to time acquire pursuant hereto, Seller hereby grants to the Administrative Agent, for the ratable benefit of the Purchasers and the other Indemnified Parties, a sale by the Seller valid and perfected security interest in all of all the Seller's ’s right, title and interest in, to and under all Receivables now existing or hereafter arising, the Collections, each Lock-Box, each Collection Account, all Related Security, all other rights and payments relating to such Receivables, all of Seller’s rights, title, and interest in, to and under the Receivables Sale Agreement (including, without limitation, (a) all rights to indemnification arising thereunder and (b) all UCC financing statements filed pursuant thereto), all amounts paid to Cash-Collateralize any Letter of Credit, all proceeds of any of the foregoing and all other assets in which the Administrative Agent has acquired, may hereafter acquire and/or purports to have acquired an interest hereunder, prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Administrative Agent and the Purchasers shall have, in addition to the Mortgage Loans. The parties hereto further agree rights and remedies that it is not their intention that such conveyance they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be a pledge of the Mortgage Loans by the Seller to secure a debt or other obligation of the Seller. However, in the event thatcumulative. (c) If, notwithstanding the intent intention of the partiesparties expressed above, the Mortgage Loans are held to continue to any sale or transfer by Seller hereunder shall be property characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable (any of the Sellerforegoing being a “Recharacterization”), then: (a) then this Agreement shall be deemed to be constitute a security agreement under applicable law; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Seller to the Purchaser of a first priority security interest in all of the Seller's right, title UCC and interest in and to the Mortgage Loans and all amounts payable to the holder(s) of the Mortgage Loans in accordance with the terms thereof (other than scheduled payments of interest and principal due on or before the Cut-off Date) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the assignment by CSFB Mortgage Securities to the Trustee of its interests in the Mortgage Loans as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (d) the possession by the Purchaser of the related Mortgage Notes and such 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 Purchaser's security interest under applicable law; and (e) notifications to, and acknowledgments, receipts or confirmations from, persons or entities holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The In the case of any Recharacterization, Seller represents and the Purchaser shall, warrants that each remittance of Collections to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create Administrative Agent or the Purchasers hereunder will have been (i) in payment of a security interest debt incurred in the Mortgage Loans, such security interest would be a perfected security interest ordinary course of first priority under applicable law its business or financial affairs and will be maintained as such throughout (ii) made in the term ordinary course of this Agreement and the Pooling and Servicing Agreement. In connection with the foregoing, the Seller authorizes the Purchaser to execute and file such UCC financing statements as the Purchaser may deem necessary its business or appropriate to accomplish the foregoingfinancial affairs.