Common use of Collateral; Collateral Security Clause in Contracts

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c) Upon the crediting of each Mortgage Note to the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (ai) Borrower has not assigned, pledged, or otherwise conveyed or encumbered Immediately prior to the sale of any Mortgage Loan or other Collateral to any other PersonCertificate by a Seller, and Borrower is such Seller was the sole owner of each Mortgage such Loan or such other Collateral Certificate and had good and marketable title thereto, free and clear of all Liens, and no Person other than the related Seller has any interest in any Purchased Asset. The related Seller has full right to transfer and assign the Loans or Certificates, as applicable, to Buyer free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and following the sale of each case Purchased Asset, Buyer will own such Purchased Asset free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest except for Liens any such security interest created pursuant to be released simultaneously with the Liens granted in favor terms of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrowerthis Agreement. (bii) With respect to each Loan, the related Seller, and with respect to each Certificate, the applicable Trust, is the sole owner and holder of each Loan and has good title thereto, free and clear of all Liens, and no Person other than the Seller or Trust, as applicable, has an interest in any Loan. (iii) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, Buyer a valid security interest in all right, title and interest of Borrower Sellers in, to and under the CollateralPurchased Items. (civ) Upon the crediting delivery of each Mortgage Note Purchased Loan to the securities account within the meaning of Article 8 of the Uniform Commercial CodeCustodian, of Agent, Agent Buyer shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codetherein. (dv) Upon receipt by Buyer of each Certificate in the name of Buyer, Buyer shall have a fully perfected first priority security interest therein. (vi) Upon the filing of financing statements on Form UCC-1 naming Agent Buyer as "“Secured Party" ” and Borrower Sellers as "Debtor"“Debtors”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower Seller in, to and under such Collateral Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Neither Borrower has not assigned, pledged, or nor otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Collateral, such Borrower is was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than such Borrower from an Affiliate of Borrowerhas any Lien on any Collateral. (b) All of the Pledged Securities have been validly issued, and are fully paid and non-assessable, and the Pledged Securities have been offered, issued and sold in compliance with all applicable laws. There are no outstanding rights, options, warrants or agreements for the purchase from, or sale or issuance, in connection with the Pledged Securities; there are no agreements on the part of Aames Capital to issue, sell or distribute the Pledged Securities; and Aames Capital has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Pledged Securities. Aames Capital has not executed any call rights with respect to the Pledged Securities. (c) The provisions of this Warehouse Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (cd) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codeapplicable Borrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (de) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the applicable Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 3 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of each Mortgage Loan or any other Collateral to the Agent, a Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Agent, for the benefit of Lender the Lenders hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of the Agent, for the ratable benefit of Lenderthe Lenders, a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelevant Borrower, of Agent, the Agent shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of relevant Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Agent as "“Secured Party" ” and each Borrower as "“Debtor", ” and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will continue to constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan Lender, and immediately prior to the pledge of such Collateral, Borrower is was the sole record and beneficial owner of each Mortgage Loan or such other its Collateral and had good and marketable title thereto, free and clear of all LiensLiens (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), in each case except for (i) Liens that have been released or are to be released by Lender simultaneously with the Liens granted in favor of Agent, for Lender hereunder and (ii) Permitted Liens. None of the benefit of Lender hereunder. No Mortgage Loan Underlying Loans or other Collateral pledged are subject to Lender hereunder was acquired (by purchase any right of set-off, any prior sale, transfer or otherwise) assignment, or any agreement by Borrower from an Affiliate of Borrowerto assign, convey or transfer such Underlying Loan and other Collateral, in each case, in whole or in part. (b) The provisions of this Agreement the Loan Documents are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c) Upon (i) receipt by Lender of the crediting Underlying Notes and the assignment of each Mortgage Note the Underlying Loans, endorsed or assigned as appropriate, (ii) the filing (to the securities account within extent such interest can be perfected by filing under the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (dUCC) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "“Secured Party" ” and Borrower as "“Debtor"”, and describing the Collateral, (iii) the taking of such other actions with respect to the Underlying Loans as Lender shall reasonably deem necessary for perfection of the security interests and Liens granted hereunder (including without limitation, the taking of such actions as may be required to obtain and maintain “control” (as defined in the jurisdictions and recording offices listed on Schedule 2 attached heretoUCC) over any Collateral constituting uncertificated securities), the security interests and Liens granted hereunder in the Collateral will constitute a fully legal, valid, enforceability, and perfected first first-priority security interests of Lender under the Uniform Commercial Code UCC (to the extent security interests in such Collateral may be perfected under the UCC by filing or possession of the instruments referenced above) or applicable state real property law, as the case may be, in all right, title and interest of Borrower in, to and under such Collateral which can Collateral. Upon execution and delivery of the Collection Account Agreement, Lender shall either be the owner of, or have a legal, valid, enforceable and fully perfected by filing under first priority security interest in, the Uniform Commercial CodeCollection Account and all funds at any time credited thereto. (ed) Each Eligible Mortgage Loan that Other than a potential Requested Securitization (as such term is pledged to Agent as Collateral satisfies all of the conditions set forth defined in the definition Purchase and Sale Agreement), there are (i) no outstanding rights, options, warrants or agreements on the part of "Eligible Mortgage Loans" Borrower for a purchase, sale or issuance, in Section 1.01 aboveconnection with any Underlying Loan or other Collateral, including but not limited (ii) no agreements on the part of Borrower to having a Debt Service Coverage Ratio issue, sell or distribute any Underlying Loan or other Collateral and (iii) no obligations on the part of no less than 1.20:1Borrower (contingent or otherwise) to purchase, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctredeem or otherwise acquire any securities or interest therein. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, each Borrower is was the sole owner of each Mortgage Loan or such other the Collateral in which a security interest has been granted by it and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by any Borrower from an Affiliate of any Borrower other than another Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelevant Borrower and (ii) the issuance by the Custodian of a Trust Receipt therefor, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrowers’ interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and Borrower the Borrowers as "Debtor"“Debtors”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered orencumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed inblank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent theLender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not No Mortgage Asset is assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral by the Borrower to any Person other Personthan the Lender, and immediately prior to the pledge of such Mortgage Asset to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral Asset pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting applicable Custodian of each Mortgage Note to the securities account within the meaning of Article 8 endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the such Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the proper filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other PersonPerson other than an Additional Borrower, and immediately prior to the pledge of such Collateral to Lender, unless otherwise approved by Lender in writing, either Initial Borrower is or the applicable Additional Borrower, as the case may be, was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of BorrowerBorrower unless otherwise approved by Lender in writing. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c) Upon the crediting (x) receipt by Custodian of each Mortgage Note to evidencing a Mortgage Loan, endorsed in blank by a duly authorized officer of Borrower, (y) the securities account within the meaning of Article 8 recordation of the Uniform Commercial Codemortgage to Lender securing such Mortgage Loan and an assignment of such mortgage and (z) the filing of a UCC-1 financing statement with respect to such assignment of mortgage, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, subject only to prior liens and encumbrances permitted by Lender, in the financial assetMortgage Loan evidenced thereby and in Borrower's interest in the related Property. (i) Upon (x) receipt by Custodian of each note evidencing a Mezzanine Loan, within endorsed in blank by a duly authorized officer of Borrower, (y) the meaning delivery of Article 8 a duly executed pledge to Borrower of direct or indirect beneficial interests in the Uniform Commercial Codeunderlying property and the filing of UCC-1 financing statements with respect thereto, consisting and (z) the delivery by Borrower of a duly executed pledge of such pledged interests and the Mortgage Notefiling of UCC-3 assignment statements with respect thereto, within Lender shall have a fully perfected first priority security interest therein, in the meaning Mezzanine Loan evidenced thereby, and in Borrower's interest in the related Property. (ii) As to all other Collateral, upon receipt by Custodian of Article 8 of all documents set forth in Lender's notice to Borrower and Custodian pursuant to Section 2.03(b)(x) hereof, Lender shall have a fully perfected first priority security interest therein and in Borrower's interest in the Uniform Commercial Coderelated Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower Except for (i) Pledged Contracts released pursuant to Section 4.01(d) above and (ii) transfers from one Duck Entity to another Duck Entity, (iii) the GECC Security Interest and (iv) the SunAmerica Security Interest, no Duck Entity has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Contract or other Contract Collateral to any other PersonPerson other than another Duck Entity, and Borrower is immediately prior to the pledge of any such Contract or other Contract Collateral, a Duck Entity was the sole owner of each Mortgage Loan such Contract or such other Contract Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan hereunder and no Person other than a Duck Entity has any Lien on any Contract or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of BorrowerContract Collateral. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Duck Entities in, to and under the Collateral. (c) Upon receipt by the crediting of each Mortgage Note to the securities account within the meaning of Article 8 Custodian of the Uniform Commercial CodeContract Delivery Documents, of Agent, Agent the Lender shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial CodeContract Collateral. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and Borrower the Duck Entities as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Duck Entities in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all . Upon the effectiveness of the conditions set forth Intercreditor Agreement, Lender will have a fully perfected security interest in the definition Stock Pledge Collateral. Lender's security interests in: (i) the Contract Collateral shall be subject to no prior Liens upon the effectiveness of "Eligible Mortgage Loans" in Section 1.01 abovethe Intercreditor Agreement, including but not limited (ii) the Non-Contract Collateral shall be subject to having a Debt Service Coverage Ratio no prior Liens other than the Lien of no less than 1.20:1the lender under the GECC Inventory Facility or the Replacement Inventory Facility, and (iii) the representations and warranties set forth on Schedule 1 with respect Stock Pledge Collateral shall be subject to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus no prior Liens other than the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) Lien of the current outstanding principal balance lenders under the Senior Secured Loan, any refinancing of the LoansSenior Secured Loan, inclusive the Lien of any pending Revolving GECC under the Consent and Subordination Agreement and the Verde Loan AdvanceAgreement.

Collateral; Collateral Security. (a) Immediately prior to the pledge of any Eligible Asset by a Borrower has not assignedhereunder, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and the Borrower is was the sole owner of each Mortgage Loan or such other Collateral Eligible Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Eligible Asset. (b) All of the Pledged Securities have been validly issued, and are fully paid and non-assessable, and the Pledged Securities have been offered, issued and sold in compliance with all applicable laws. There are no outstanding rights, options, warrants or agreements for the purchase from, or sale or issuance, in connection with the Pledged Securities; there are no agreements on the part of the Borrower to issue, sell or distribute the Pledged Securities; and the Borrower has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of the Pledged Securities. The Borrower has not executed any call rights with respect to the Pledged Securities. (c) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon the crediting of each Mortgage Note to the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 3 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower None of the Borrowers has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any other Person, and immediately prior to the pledge of such Collateral to the Lender, such Borrower is was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, and has full right and authority to pledge or assign such Collateral free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral Eligible Security pledged to the Lender hereunder was acquired (by purchase or otherwise) by Borrower any of the Borrowers from an Affiliate of such Borrower, except for Eligible Mortgage Loans or Eligible Securities purchased from another Borrower. All Mortgage Notes evidencing each Mortgage Loan are substantially in the form of Exhibit I hereto. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower each of the Borrowers in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note endorsed in blank by a duly authorized officer of such Borrower and receipt by the Lender of each Eligible Security assigned by such Borrower to the securities account within Lender, the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial assetMortgage Loan or Eligible Security and in the case of a Mortgage Loan, within the meaning of Article 8 in each of the Uniform Commercial CodeBorrowers' interests, consisting of if any, in the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and Borrower the Borrowers as "DebtorDebtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower each of the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all All of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 abovePledged Securities have been validly issued, including but and are fully paid and non-assessable and not limited subject to having a Debt Service Coverage Ratio of no less than 1.20:1preemptive rights, and the representations Pledged Securities have been offered, issued and warranties set forth sold in compliance with all applicable laws and (A) there are no outstanding rights, options, warrants or agreements for the purchase from, or sale or issuance, in connection with the Pledged Securities; (B) there are no agreements on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value the part of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) any of the current outstanding principal balance Borrowers to issue, sell or distribute the Pledged Securities; and (C) none of the LoansBorrowers has any obligation (contingent or otherwise) to purchase, inclusive redeem or otherwise acquire any securities or any interest therein or to pay any dividend or make any distribution in respect of any pending Revolving Loan Advancethe Pledged Securities.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrowers were the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by any Borrower from an Affiliate of any Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon (i) receipt by the crediting Custodian of each Mortgage Note Note, endorsed in blank by a duly authorized officer of the relevant Borrower and (ii) the issuance by the Custodian to the securities account within Lender of a Trust Receipt therefor the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrowers' interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and Borrower the Borrowers as "DebtorDebtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of Borrowerthe Borrower or a true sale opinion acceptable to the Lender is delivered to the Lender prior to such pledge. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the delivery of the Collateral to the Custodian and filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial CodeCollateral. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has Borrowers have not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Collateral to Lender, unless otherwise approved by Lender in writing, CT or Fund I, as the case may be, was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by either Borrower from an Affiliate of Borrowereither Borrower unless otherwise approved by Lender in writing. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower Borrowers in, to and under the Collateral. (ci) Upon the crediting (x) receipt by Custodian of each Mortgage Note to the securities account within the meaning of Article 8 evidencing a Mortgage Loan, endorsed in blank by a duly authorized officer of the Uniform Commercial Codeapplicable Borrower, (y) the recordation of Agentthe mortgage to Lender securing such Mortgage Loan and an assignment of such mortgage and (z) the filing of a UCC financing statement with respect to such assignment of mortgage, Agent Lender shall have a fully perfected first priority security interest therein, subject only to prior liens and encumbrances permitted by Lender, in the financial assetMortgage Loan evidenced thereby and in such Borrower's interest in the related Property. (ii) Upon (x) receipt by Custodian of each note evidencing a Mezzanine Loan, within endorsed in blank by a duly authorized officer of the meaning applicable Borrower, (y) the delivery of a duly executed pledge to such Borrower of direct or indirect beneficial interests in the underlying property and the filing of UCC financing statements with respect thereto, and (z) the delivery by such Borrower of a duly executed pledge of such pledged interests and the filing of UCC assignment statements with respect thereto, Lender shall have a fully perfected first priority security interest therein, in the Mezzanine Loan evidenced thereby, and in such Borrower's interest in the related Property. (iii) Upon (i) the delivery to Lender or its designee of CMBS or other items of Collateral constituting securities (as defined in Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. ) in accordance with Section 5.02 hereof and (dii) Upon the filing of UCC financing statements on Form UCC-1 naming Agent Lender as "Secured Party" and either Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral, and, without limiting the foregoing, Lender will have a "securities entitlement" (as defined in Article 8 of the Uniform Commercial Code) in the Collateral referenced in the foregoing clause (i). (iv) As to all other Collateral (including, but not limited to, a B Note), upon receipt by Custodian of all documents set forth in Lender's notice to the applicable Borrower pursuant to Section 2.03(c) hereof, Lender shall have a fully perfected first priority security interest therein and in such Borrower's interest in the related Property. (d) Upon the filing of UCC financing statements naming Lender as "Secured Party" and the applicable Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices for which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other PersonPerson other than an Additional Borrower, and immediately prior to the pledge of such Collateral to Lender, unless otherwise approved by Lender in writing, either Initial Borrower is or the applicable Additional Borrower, as the case may be, was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of BorrowerBorrower unless otherwise approved by Lender in writing. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c) Upon the crediting As to all other Collateral, upon receipt by Custodian of each Mortgage Note all documents set forth in Lender's notice to the securities account within the meaning of Article 8 of the Uniform Commercial CodeBorrower and Custodian pursuant to Section 2.03(b)(x) hereof, of Agent, Agent Lender shall have a fully perfected first priority security interest therein and in Borrower's interest in the financial asset, within related Property. (d) Upon (i) the meaning delivery to Lender or its designee of CMBS or other items of Collateral constituting securities (as defined in Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. ) in accordance with Section 5.02 hereof and (dii) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under Collateral, and, without limiting the foregoing, Lender will have a "securities entitlement" (as defined in Article 8 of the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" Collateral referenced in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctforegoing clause (i). (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (ai) Borrower has not assignedImmediately prior to the sale of any Asset by any Seller hereunder, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is such Seller was the sole owner of each Mortgage Loan or such other Collateral Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor sale of Agent, for the benefit of Lender hereunder. No Mortgage Loan or such Asset to Buyer hereunder and no Person other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrowerthan such Seller has any Lien on any such Asset. (bii) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, Buyer a valid security interest in all right, title and interest of Borrower the Sellers in, to and under the CollateralPurchased Items. (ciii) Upon (i) receipt by the crediting Custodian of each Mortgage Note Note, endorsed in blank by a duly authorized officer of a Seller, and (ii) the delivery to the securities account within the meaning of Article 8 Bond Custodian of the Uniform Commercial CodeEligible Bonds together with the Transfer Documents and the Eligible Pledged Stock, of Agent, Agent the Buyer shall have a fully perfected first priority security interest therein, in the financial assetMortgage Loan evidenced thereby and in the Seller’s interest in the related Mortgaged Property, within and without limitation on the meaning of Article 8 of foregoing, the Uniform Commercial CodeBuyer, consisting of as entitlement holder, shall have a “security entitlement” to the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial CodeEligible Bonds. (div) Upon the filing of financing statements on Form UCC-1 naming Agent the Buyer as "“Secured Party" ” and Borrower the Sellers as "“Debtor"”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Sellers in, to and under such Collateral Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (ai) Borrower The Grantor has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan the Warehouse Lender, other than the security interest in favor of ContiTrade Services L.L.C. and Greenwich Capital Markets, Inc. pursuant to the Significant Documents, and Borrower is immediately prior to or concurrently with the pledge of such Collateral, the Grantor was the sole owner of each Mortgage Loan or such other the Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for the Liens of the Lenders and Liens that have been released or are to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Lenders hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (bii) The provisions of this Security Agreement are effective to create in favor of Agent, for the benefit of Lender, Lenders a valid security interest in all right, title and interest of Borrower the Grantor in, to and under the Collateral. (ciii) Upon receipt by the crediting Custodian of each Mortgage Note (or, in the case of a Wet-Ink Mortgage Loan, upon notice to the securities account within the meaning of Article 8 related Settlement Agent of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial CodeWarehouse Lender in such Wet-Ink Mortgage Loan and the funding thereof by the Warehouse Lender), consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon and the filing of financing statements on Form UCC-1 naming Agent each Lender as "Secured Party" and Borrower the Grantor as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all items of Collateral a security interest in which can be perfected by such filing (and of first priority, except for other Liens on the Collateral contemplated by the Significant Documents and except for those subsequent liens which, by operation of law, take priority over a previously perfected security interest) in all right, title and interest of Borrower the Grantor in, to and under such Collateral which can be perfected by filing under the Uniform Commercial CodeCollateral. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or nor otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower, or such other acquisition approved in writing by the Lender at the Lender's sole discretion. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens granted in favor of third-party lenders to the Borrower identified to the Lender prior to each Funding Date or Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, duly endorsed in blank, the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority valid security interest therein, in the Mortgage Loan evidenced thereby and in the Borrower's interest in the financial assetrelated Mortgaged Property, within which security interest may be subordinate to the meaning security interest of Article 8 of third-party lenders to the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial CodeBorrower. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", ," and describing the Collateral, in the appropriate jurisdictions and recording offices listed on Schedule 2 attached heretooffices, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral the perfection of a security interest in which can be perfected effected by filing under the Uniform Commercial Code, which security interest may be subordinate to the security interest of third-party lenders to the Borrower. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Pass-Through Certificate or Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Pass-Through Certificate or Mortgage Loan to the Lender, the applicable Borrower is was the sole owner of each such Pass-Through Certificate or Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all LiensLiens (other than the interest of the Trustee pursuant to the Pooling and Servicing Agreement), in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Pass-Through Certificate or Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate of the applicable Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by (i) the crediting Lender of each Pass-Through Certificate issued in Lender's name and (ii) the Trustee of each Mortgage Note to Note, endorsed as prescribed in the securities account within the meaning of Article 8 Pooling and Servicing Agreement by a duly authorized officer of the Uniform Commercial Codeapplicable Borrower, of Agent, Agent and the related Pledge Notice (as defined in the Pooling and Servicing Agreement) the Lender shall have a fully perfected first priority security interest in, respectively, the applicable Pass-Through Certificate, and in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of Mortgage Loan evidenced by the Mortgage Note, within Note and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and each Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.the

Collateral; Collateral Security. (a) Borrower has The Seller and Pledgors have not assigned, pledged, or otherwise conveyed or encumbered any Pledged Certificate or Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Pledged Certificate or Mortgage Loan to the Buyer, the Seller and the Pledgors, if applicable, were the sole owner of each such Pledged Certificate or Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all LiensLiens (other than the interest of the Trustee pursuant to the Pooling and Servicing Agreement), in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Buyer hereunder. No Pledged Certificate or Mortgage Loan or other Collateral pledged to Lender the Buyer hereunder was acquired (by purchase or otherwise) by Borrower the Seller from an Affiliate of Borrowerthe Seller (other than from a Pledgor). (b) The provisions of this Repurchase Agreement are effective to create in favor of Agent, for the benefit of Lender, Buyer a valid security interest in all right, title and interest of Borrower each Pledgor and the Seller in, to and under the Collateral. (c) Upon receipt by (i) the crediting Buyer of each Pledged Certificate issued in Buyer's name and (ii) the Trustee of each Mortgage Note to Note, endorsed as prescribed in the securities account within the meaning of Article 8 Pooling and Servicing Agreement by a duly authorized officer of the Uniform Commercial CodeSeller, of Agent, Agent and the related Pledge Notice (as defined in the Pooling and Servicing Agreement) the Buyer shall have a fully perfected first priority security interest in the financial assetapplicable Pledged Certificate, within and in the meaning of Article 8 of related Mortgage Note and in such Seller's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on The Form UCC-1 filing statements, previously filed on the dates indicated in Schedule 2 of Exhibit C attached hereto, naming Agent the Buyer as "Secured Party" and Borrower ", the Seller as "Debtor", " and describing the Collateral, filed in the jurisdictions and recording offices listed on Schedule 2 of Exhibit C attached hereto, have fully perfected the security interests granted hereunder in the Collateral will constitute fully perfected first priority to the extent such security interests can be perfected by the filing of such Form UCC-1 filing statements, as of the date of their filing, under the Uniform Commercial Code in all right, title and interest of Borrower the Seller in, to and under such Collateral Collateral, which can security interests continue to be perfected by filing under the Uniform Commercial Codethereto. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan portion of the Purchased Assets or other Collateral to any other Person, and Borrower is immediately prior to the transfer of the Purchased Assets or any other Collateral to Buyer, Seller was the sole owner of each Mortgage Loan the Purchased Assets or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Buyer hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. ; (b) The the provisions of this Repurchase Agreement and the other Purchase Documents are effective to (1) grant Buyer a 100% ownership interest in the Purchased Assets transferred to Buyer in accordance with this Repurchase Agreement or (2) create in favor of AgentBuyer a valid, for the benefit of Lender, a valid perfected and first priority security interest in all right, title and interest of Borrower Seller in, to and under the Collateral. ; (c) Upon the crediting of each Mortgage Note upon payment by Buyer to the securities account within the meaning of Article 8 Seller of the Uniform Commercial CodeAdjusted Purchase Price and the registration of the Purchased Assets in the name of Buyer, of Agent, Agent Buyer shall have a fully perfected first priority security interest prior to any other security interests therein other than Liens to be released simultaneously with the Liens granted in favor of Buyer, in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. Purchased Assets evidenced thereby; and (d) Upon upon the filing with the Secretary of State of Delaware of financing statements on Form UCC-1 naming Agent Buyer as "“Secured Party" ” and Borrower Seller as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests prior to any other security interests therein under the Uniform Commercial Code UCC in all right, title and interest of Borrower Seller in, to and under such Collateral which can be perfected by filing under the Uniform Commercial CodeUCC. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan the Lender, and immediately prior to the pledge of such Collateral, the Borrower is was the sole owner of each Mortgage Loan or such other the Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrowerand except for Permitted Property Liens. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral, other than REO Property, and each REO Property Mortgage is effective to create in favor of the Lender a valid mortgage Lien on all right, title and interest of the Borrower in, to and under the REO Property subject thereto. (c) Upon (i) receipt by the crediting Custodian of each Mortgage Note and each assignment of a Mortgage Loan, endorsed or assigned as appropriate, (ii) the filing (to the securities account within the meaning of Article 8 of extent such interest can be perfected by filing under the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 6 attached hereto, (iii) the recording of each REO Property Mortgage in the recording office and jurisdiction from time to time represented by the Borrower as the recording office and jurisdiction where such recording is to be made, (iv) the taking of possession of the certificates representing any pledged equity interests under a Mezzanine Loan and any certificates representing any Security, and (v) the taking of such other actions with respect to the Assets as the Borrower shall have notified the Lender to be necessary for perfection of the security interests and Liens granted hereunder (including without limitation, the taking of such actions as may be required to obtain and maintain "control" (as defined in Article 8 of the Georgia Uniform Commercial Code) over any Collateral constituting uncertificated securities), the security interests and Liens granted hereunder and in such REO Property Mortgages in the Collateral will constitute fully perfected first first-priority security interests under the Uniform Commercial Code (to the extent security interests in such Collateral may be perfected under the UCC by filing) or applicable state real property law, as the case may be, in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial CodeCollateral. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan portion of the Purchased Assets or other Collateral to any other Person, and Borrower is immediately prior to the transfer of the Purchased Assets or any other Collateral to Buyer, Seller was the sole owner of each Mortgage Loan the Purchased Assets or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Buyer hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. ; (b) The the provisions of this Repurchase Agreement and the other Purchase Documents are effective to (1) grant Buyer a 100% ownership interest in the Purchased Assets transferred to Buyer in accordance with this Repurchase Agreement or (2) create in favor of AgentBuyer a valid, for the benefit of Lender, a valid perfected and first priority security interest in all right, title and interest of Borrower Seller in, to and under the Collateral. ; (c) Upon the crediting of each Mortgage Note upon payment by Buyer to the securities account within the meaning of Article 8 Seller of the Uniform Commercial CodePurchase Price and the registration of the Purchased Assets in the name of Buyer, of Agent, Agent Buyer shall have a fully perfected first priority security interest prior to any other security interests therein other than Liens to be released simultaneously with the Liens granted in favor of Buyer, in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. Purchased Assets evidenced thereby; and (d) Upon upon the filing with the Secretary of State of Delaware of financing statements on Form UCC-1 naming Agent Buyer as "“Secured Party" ” and Borrower Seller as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests prior to any other security interests therein under the Uniform Commercial Code UCC in all right, title and interest of Borrower Seller in, to and under such Collateral which can be perfected by filing under the Uniform Commercial CodeUCC. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the related Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by any Borrower from an Affiliate of such Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelated Borrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and Borrower the Borrowers as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. No Mortgage Loan pledged to the Lender hereunder was acquired by the Borrower from an Affiliate of the Borrower unless a True Sale Certification has been delivered to the Lender prior to such pledge. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan the Lender, and immediately prior to the pledge of such Collateral, the applicable Borrower is was the sole owner of each Mortgage Loan or such other the Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder Eligible Asset was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate of such Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the related Borrower in, to and under the Collateral. (c) Upon (i) receipt by the crediting Mortgage Custodian of each Mortgage Note Note, (ii) the delivery to the securities account within Bond/PC Custodian of (a) the meaning Eligible Bonds in accordance with Section 5.02 hereof together with the Transfer Documents and (b) the Pledged Stock, (iii) receipt by the Bond/PC Custodian of Article 8 of the Participation Certificates and (iv) the filing (to the extent such interest can be perfected by filing under the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as a "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, in both instances, the security interests granted hereunder in the Collateral will constitute fully perfected first first-priority security interests under the Uniform Commercial Code in all right, title and interest of the related Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1Collateral, and without limitation on the representations and warranties set forth on Schedule 1 with respect foregoing, the Lender, as entitlement holder, shall have a "security entitlement" to each such the Eligible Mortgage Loan are true and correctBonds. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of each Mortgage Loan or any other Collateral to the Agent, a Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Agent, for the benefit of Lender the Lenders hereunder. No Mortgage Loan Loans or other Collateral pledged to Lender hereunder the Agent, for the benefit of the Lenders hereunder, was acquired (by purchase or otherwise) by a Borrower from an any Affiliate of any Borrower, other than those Mortgage Loans or other Collateral which were acquired by NC Capital pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998, between NC Capital and New Century Mortgage Corporation or (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001, between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Agent, in each case, in form and substance acceptable to the Agent, and the applicable Borrower and its Affiliates file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to such Borrower, together with the assignment of such interest described in such financing statement to the Agent. (b) The provisions of this Loan Agreement are effective to create in favor of the Agent, for the ratable benefit of Lenderthe Lenders, a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelevant Borrower, of Agent, the Agent shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of relevant Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Agent as "“Secured Party" ” and each Borrower as "“Debtor", ” and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will continue to constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Agent, for the ratable benefit of the Lenders, the Borrowers were the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of the Agent, for the ratable benefit of Lender the Lenders hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder the Agent, for the ratable benefit of the Lenders hereunder, was acquired (by purchase or otherwise) by any Borrower from an Affiliate of any Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of the Agent, for the ratable benefit of Lenderthe Lenders, a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon (i) receipt by the crediting Custodian of each Mortgage Note Note, endorsed in blank by a duly authorized officer of the relevant Borrower and (ii) the issuance by the Custodian to the securities account within Agent of a Trust Receipt therefor the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrowers' interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Agent as "Secured Party" and Borrower the Borrowers as "DebtorDebtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral any Underlying Obligation to any other Person, and immediately prior to the pledge of such Mortgage Loan or Underlying Obligation, the Borrower is was the sole owner of each such Underlying Obligation and had good and marketable title thereto, free and clear of all Liens, except for Liens to be released simultaneously with the Liens granted in favor of the Lender hereunder and either (i) the Borrower was the sole owner of such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agentthe Lender hereunder or (ii) the Underlying Obligor was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, except for Liens granted in favor of the benefit of Borrower pursuant to the applicable Underlying Transaction Documents and the Borrower has the legal right to rehypothecate the Mortgage Loan to the Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower such Loan Party in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent as "Secured Party" and Borrower as "Debtor", assignments of financing statements identified in Sections 5.02(f) and describing the Collateral, 5.02(g) in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the applicable Uniform Commercial Code in all right, title and interest of Borrower each Loan Party in, to and under such Collateral Collateral, which can be perfected by filing under the applicable Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Collateral to Lender, unless otherwise approved by Lender in writing, Borrower is was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of BorrowerBorrower unless otherwise approved by Lender in writing. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c) Upon the crediting As to all other Collateral, upon receipt by Custodian of each Mortgage Note all documents set forth in Lender's notice to the securities account within the meaning of Article 8 of the Uniform Commercial CodeBorrower and Custodian pursuant to Section 2.03(b)(x) hereof, of Agent, Agent Lender shall have a fully perfected first priority security interest therein and in Borrower's interest in the financial asset, within related Property. (d) Upon (i) the meaning delivery to Lender or its designee of CMBS or other items of Collateral constituting securities (as defined in Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. ) in accordance with Section 5.02 hereof and (dii) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under Collateral, and, without limiting the foregoing, Lender will have a "securities entitlement" (as defined in Article 8 of the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" Collateral referenced in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctforegoing clause (i). (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan the Lender, and immediately prior to the pledge of such Collateral, the applicable Borrower is was the sole owner of each Mortgage Loan or such other the Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder Eligible Asset was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon (i) receipt by the crediting Mortgage Custodian of each Mortgage Note Note, (ii) the delivery to the securities account within Bond/PC Custodian of the meaning Eligible Bonds in accordance with 5.02 hereof together with the Transfer Documents, (iii) receipt by the Bond/PC Custodian of Article 8 of the Participation Certificates and (iv) the filing (to the extent such interest can be perfected by filing under the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as a "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, in both instances, the security interests granted hereunder in the Collateral will constitute fully perfected first first-priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1Collateral, and without limitation on the representations and warranties set forth on Schedule 1 with respect foregoing, the Lender, as entitlement holder, shall have a "security entitlement" to each such the Eligible Mortgage Loan are true and correctBonds. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Collateral to Lender, unless otherwise approved by Lender in writing, Borrower is was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of BorrowerBorrower unless otherwise approved by Lender in writing. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (ci) Upon the crediting (x) receipt by Custodian of each Mortgage Note to evidencing a Mortgage Loan, endorsed in blank by a duly authorized officer of Borrower, (y) the securities account within the meaning of Article 8 recordation of the Uniform Commercial Codemortgage to Lender securing such Mortgage Loan and an assignment of such mortgage and (z) the filing of a UCC-1 financing statement with respect to such assignment of mortgage, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, subject only to prior liens and encumbrances permitted by Lender, in the financial assetMortgage Loan evidenced thereby and in Borrower's interest in the related Property. (ii) Upon (x) receipt by Custodian of each note evidencing a Mezzanine Loan, within endorsed in blank by a duly authorized officer of Borrower, (y) the meaning delivery of Article 8 a duly executed pledge to Borrower of direct or indirect beneficial interests in the Uniform Commercial Codeunderlying property and the filing of UCC-1 financing statements with respect thereto, consisting and (z) the delivery by Borrower of a duly executed pledge of such pledged interests and the Mortgage Notefiling of UCC-3 assignment statements with respect thereto, within Lender shall have a fully perfected first priority security interest therein, in the meaning Mezzanine Loan evidenced thereby, and in Borrower's interest in the related Property. (iii) As to all other Collateral, upon receipt by Custodian of Article 8 of all documents set forth in Lender's notice to Borrower and Custodian pursuant to Section 2.03(b)(x) hereof, Lender shall have a fully perfected first priority security interest therein and in Borrower's interest in the Uniform Commercial Coderelated Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "Secured Party" and Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretofor which security interests may be perfected in the Collateral by the filing of UCC financing statements, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower has The Borrowers have not assigned, pledged, or otherwise conveyed or encumbered any Pledged Certificate or Mortgage Loan or other Collateral to any other Person, and immediately prior to the transfer of such Pledged Certificate or Mortgage Loan to the Lender, the applicable Borrower is was the sole owner of each such Pledged Certificate or Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all LiensLiens (other than the interest of the Trustee pursuant to the Pooling and Servicing Agreement), in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Pledged Certificate or Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate of the applicable Borrower (other than another Borrower). (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by (i) the crediting Lender of each Pledged Certificate issued in Lender's name and (ii) the Trustee of each Mortgage Note to Note, endorsed as prescribed in the securities account within the meaning of Article 8 Pooling and Servicing Agreement by a duly authorized officer of the Uniform Commercial Codeapplicable Borrower, of Agent, Agent and the related Pledge Notice (as defined in the Pooling and Servicing Agreement) the Lender shall have a fully perfected first priority security interest in, respectively, the applicable Pledged Certificate, and in the financial asset, within related Mortgage Note and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on The Form UCC-1 filing statements, previously filed on the dates indicated in Schedule 2 of Exhibit C attached hereto, naming Agent the Lender as "Secured Party" and Borrower ", the Borrowers as "Debtor", " and describing the Collateral, filed in the jurisdictions and recording offices listed on Schedule 2 of Exhibit C attached hereto, have fully perfected the security interests granted hereunder in the Collateral will constitute fully perfected first priority to the extent such security interests can be perfected by the filing of such Form UCC-1 filing statements, as of the date of their filing, under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral Collateral, which can security interests continue to be perfected by filing under the Uniform Commercial Codethereto. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Neither Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan to the Lender, each Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by either Borrower from an Affiliate of such Borrower, other than the acquisition of one or more Mortgage Loans by one Borrower from the other Borrower, or such other acquisition approved in writing by the Lender at the Lender's sole discretion. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, endorsed in blank by a duly authorized officer of each Borrower, the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and each Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Neither Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan to the Lender, each Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by either Borrower from an Affiliate of such Borrower, other than the acquisition of one or more Mortgage Loans by one Borrower from the other Borrower, or such other acquisition approved in writing by the Lender at the Lender's sole discretion. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, endorsed in blank by a duly authorized officer of each Borrower, the securities account within the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in such Borrower's interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and each Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Immediately prior to the pledge of any Pledged SBA Loan or Pledged Residual Interest, the Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Pledged SBA Loan or other Collateral Pledged Residual Interest to any other Person, and the Borrower is was the sole owner of each Mortgage such Pledged SBA Loan or such other Collateral Pledged Residual Interest and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. Notwithstanding the preceding sentence, the Borrower may jointly own a Pledged SBA Loan with other parties in the form of participation or otherwise; provided, that the Borrower obtains the prior written consent of the Lender, which consent shall not be unreasonably withheld. No Mortgage Pledged SBA Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon Pursuant to the crediting Multiparty Agreement, upon receipt by the FTA of each Mortgage Note to the securities account within the meaning of Article 8 SBA Loan Note, and notice of the Uniform Commercial CodeLender’s Lien thereon, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Pledged SBA Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Pledged Property. (d) Upon delivery of each Pledged Residual Interest to the Lender in the State of New York, the Lender shall have a fully perfected first priority security interest therein. (e) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (ef) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies Upon execution and delivery of the Multiparty Agreement by all of the conditions set forth parties thereto, the Lender shall have a fully-perfected first priority security interest in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, each Pledged SBA Loan and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctother Collateral. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Contract or Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Contract or Mortgage Loan as security under this Loan Agreement, the Borrower is was the sole owner of each such Contract or Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase and no Person other than the Borrower has any Lien on any Contract or otherwise) by Borrower from an Affiliate of BorrowerMortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Contract or Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial assetContract or Mortgage Loan evidenced thereby and in the Borrower’s interest in the related Mortgaged Property or Secured Property, within as the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codecase may be. (d) Upon the filing of financing statements on Form UCC-1 UCC1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Neither the Borrower nor any Related Party has not assigned, pledged, or otherwise conveyed or encumbered any Collateral (including the Mortgage Loan or other Collateral Loans) to any other Person. Immediately prior to the pledge of any Mortgage Loans to Lender, and the Borrower represents that it is the sole owner of each such Mortgage Loan or such other Collateral and had has good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of mortgagee's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto6.12(d), the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible The Borrower (or its predecessor in interest) has delivered the Mortgage Loan that is pledged File including the Mortgage Note to Agent as Collateral satisfies all of the conditions set forth in Custodian to hold pursuant to the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctCustodial Agreement. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrowers were the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by any Borrower from an Affiliate of any Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelevant Borrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrowers' interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and Borrower the Borrowers as "DebtorDebtors", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of each such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase and following such release no Person other than the Borrower has any Lien on any Mortgage Loan. Notwithstanding the foregoing, the Borrower may sell, transfer, assign or otherwise) by Borrower from pledge or otherwise convey any foreclosed Mortgaged Property to an Affiliate of BorrowerREO Subsidiary. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, endorsed in accordance with the securities account within Custodial Agreement, the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies The REO Subsidiary Pledged Stock of any REO Subsidiary will constitute all of the conditions set forth in the definition issued and outstanding capital stock or other equity interests of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio all classes of no less than 1.20:1such REO Subsidiary, and all of such REO Subsidiary Pledged Stock will have been duly and validly issued and, if capital stock, shall have been fully paid and non-assessable. Upon the representations and warranties set forth on Schedule 1 with respect delivery to each the Lender or Custodian of any certificates or stocks evidencing such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus REO Subsidiary Pledged Stock, the amount of all Cash Collateral held security interest created by Agent equals at least eighty percent (80%) the REO Subsidiary Pledge Agreement therein will constitute a perfected first priority security interest in such REO Subsidiary Pledged Stock in favor of the current outstanding principal balance of Lender as security for the Loans, inclusive of any pending Revolving Loan AdvanceSecured Obligations.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of each such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase and following such release no Person other than the Borrower has any Lien on any Mortgage Loan. Notwithstanding the foregoing, the Borrower may sell, transfer, assign or otherwise) by Borrower from pledge or otherwise convey any foreclosed Mortgaged Property to an Affiliate of BorrowerREO Subsidiary. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, endorsed in accordance with the securities account within Custodial Agreement, the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies The REO Subsidiary Pledged Stock of any REO Subsidiary will constitute all of the conditions set forth in the definition issued and outstanding capital stock or other equity interests of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio all classes of no less than 1.20:1such REO Subsidiary, and all of such REO Subsidiary Pledged Stock will have been duly and validly issued and, if’ capital stock, shall have been fully paid and nonassessable. Upon the representations and warranties set forth on Schedule 1 with respect delivery to each the Lender or Custodian of any certificates or stocks evidencing such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus REO Subsidiary Pledged Stock, the amount of all Cash Collateral held security interest created by Agent equals at least eighty percent (80%) the REO Subsidiary Pledge Agreement therein will constitute a perfected first priority security interest in such REO Subsidiary Pledged Stock in favor of the current outstanding principal balance of Lender as security for the Loans, inclusive of any pending Revolving Loan AdvanceSecured Obligations.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower, other than those Mortgage Loans or other Collateral which were acquired by the Borrower pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998 between the Borrower and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001 between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and the Borrower as "“Debtor", ” and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a1) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any Person other Personthan the Lender, and immediately prior to the pledge of such Collateral, the applicable Borrower is was the sole owner of each Mortgage Loan or such other the Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens that have been released or are to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder Eligible Asset was acquired (by purchase or otherwise) by the applicable Borrower from an Affiliate of such Borrower. (b) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, a valid security interest in all right, title and interest of Borrower in, to and under the Collateral. (c3) Upon (i) receipt by the crediting Mortgage Custodian of each Mortgage Note Note, (ii) the delivery to the securities account within Bond/PC Custodian of (a) the meaning Eligible Bonds in accordance with Section 5.02 hereof together with the Transfer Documents and (b) the Pledged Stock, (iii) receipt by the Bond/PC Custodian of Article 8 of the Participation Certificates and (iv) the filing (to the extent such interest can be perfected by filing under the Uniform Commercial Code, of Agent, Agent shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Code. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as a "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, in both instances, the security interests granted hereunder in the Collateral will constitute fully perfected first first-priority security interests under the Uniform Commercial Code in all right, title and interest of the related Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1Collateral, and without limitation on the representations and warranties set forth on Schedule 1 with respect foregoing, the Lender, as entitlement holder, shall have a "security entitlement" to each such the Eligible Mortgage Loan are true and correctBonds. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower Except in connection with any Prior Financing Obligations, no Loan Party has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any Person other Person, and Borrower than the Administrative Agent). Such Loan Party is the sole owner of each Mortgage Loan or such other the applicable Collateral and had good and marketable title thereto, free and clear of all Liens (other than Permitted Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower). (b) The provisions of this Agreement are effective to create in favor of Agent, Administrative Agent for the benefit of Lender, the Secured Parties a valid security interest in all right, title and interest of Borrower such Loan Party in, to and under the Collateral. (c) Upon the crediting of each Mortgage Note applicable Collateral to the securities account within the meaning of extent a security interest can be created under Article 8 9 of the Uniform Commercial Code, except as enforceability may be limited by Insolvency Laws and general equitable principles (regardless of Agent, Agent shall have whether enforcement is sought in a fully perfected first priority security interest proceeding in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codeequity or in law). (dc) Upon the filing of financing statements on Form UCC-1 UCC‑1 naming Administrative Agent as "“Secured Party" ” and Borrower each Loan Party as "“Debtor", ,” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached heretooffice of the Secretary of State of the State of Delaware, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests (subject to Permitted Liens) under the Uniform Commercial Code in all right, title and interest of Borrower each Loan Party in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing such Pledged Equity, together with appropriate instruments of transfer in blank, Administrative Agent for the benefit of the Secured Parties, shall have a fully perfected first priority security interest in such Pledged Equity under the Uniform Commercial Code. Upon the execution and delivery of the Custodial Agreement for the benefit of the Secured Parties, shall have a security interest in the Lockbox Account, Collection Account and Concentration Account which security interest will constitute a fully perfected first priority security interest (subject to Permitted Liens) under the Uniform Commercial Code. Upon the execution and delivery of the Controlled Account Custodial (Trust Certificates) Agreement, Administrative Agent for the benefit of the Secured Parties, shall have a security interest in the Distribution Account and Interest Reserve Account which security interest will constitute a fully perfected first priority security interest (subject to Permitted Liens) under the Uniform Commercial Code. (d) The grant of the security interests in the Collateral by each Loan Party to Administrative Agent for the benefit of the Secured Parties pursuant to this Agreement and the Pledge Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. (e) Each Eligible Mortgage Loan that Except as otherwise disclosed to the Administrative Agent in writing, (i) Xxxxxxxx’s legal name is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1this Agreement, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (fii) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) Borrower has not changed its name since its formation. As of the current outstanding principal balance of the LoansEffective Date, inclusive of Borrower does not have any pending Revolving Loan Advancetrade names, fictitious names, assumed names or “doing business as” names.

Collateral; Collateral Security. (ai) Borrower has not assignedImmediately prior to the sale of the Purchased Certificate by Seller, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is Seller was the sole owner of each Mortgage Loan or such other Collateral the Purchased Certificate and had good and marketable title thereto, free and clear of all Liens, and no Person other than Seller has any interest in the Purchased Certificate. The Legal Title Trust is the sole owner and holder of each case except for Liens Loan subject to be released simultaneously with a Participation Interest and has good and marketable title thereto, free and clear of all Liens, and no Person other than the Liens granted Legal Title Trust, each Underlying Trust and the Pass-Through Trust has an interest in favor any Loan. With respect to a Participation Interest, the related Underlying Trust is the sole owner of Agentsuch Participation Interest and has good and marketable title thereto, for free and clear of all Liens, and no Person other than the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrowerrelated Underlying Trust has any interest in such Participation Interest. (bii) The provisions of this Agreement are effective to create in favor of Agent, for the benefit of Lender, Buyer a valid security interest in all right, title and interest of Borrower Seller in, to and under the CollateralPurchased Items. (ciii) Upon the crediting receipt by Buyer of each Mortgage Note to Certificate in the securities account within the meaning name of Article 8 of the Uniform Commercial CodeBuyer, of Agent, Agent Buyer shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codetherein. (div) Upon the filing of financing statements on Form UCC-1 naming Agent Buyer as "“Secured Party" ” and Borrower Seller as "“Debtor"”, and describing the CollateralPurchased Items, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral Purchased Items will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower Seller in, to and under such Collateral Purchased Items, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower Such Relevant Party has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral Contributed Property to any other Person, and Borrower such any Relevant Party is the sole owner of each Mortgage Loan or the Contributed Properties and has good and marketable title thereto. Each Contributed Property is free and clear of all Liens other than the Lien of Lender and, solely following the occurrence of a Permitted Second Lien Event, a Permitted Second Lien. (b) Immediately prior to the pledge of any such other Collateral Pledged Equity to Lender, Parent Borrower was the sole owner of, and had good and marketable title theretoto, the Borrower Pledged Equity and Parent SPE was the sole owner of, and had good and marketable title to, the Parent Borrower Pledged Equity, in each case free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (bc) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower such Relevant Party in, to and under the Collateral. (c) Upon the crediting of each Mortgage Note Collateral except to the securities account within the meaning extent that any Collateral consists of real property in which a security interest cannot be created under Article 8 9 of the Uniform Commercial Code, of Agent, Agent shall have Code and for which a fully perfected first priority security interest mortgage is required in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codeorder to create any lien thereon. (d) Upon the filing of financing statements on Form UCC-1 naming Agent Lender as "“Secured Party" ” and each Borrower as "“Debtor", ,” and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of each Borrower in, to and under such Collateral, to the extent the Collateral which can be perfected by filing under the Uniform Commercial Code. Upon the taking of possession of all certificated securities representing the Pledged Equity, Lender’s security interests in the Pledged Equity will constitute fully perfected first priority security interests under the Uniform Commercial Code. Upon the execution and delivery of the Account Control Agreement, Lender’s security interest in the Collection Account will constitute a fully perfected first priority security interest under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all Without limiting the generality of the conditions set forth foregoing, each Borrower will no earlier than six (6) months or later than three (3) months before the fifth (5th) anniversary of the date of filing of each UCC financing statement filed in the definition of "Eligible Mortgage Loans" in Section 1.01 aboveconnection with any Loan Document or any Advance, including but not limited notify Lender and upon Lender’s request (i) deliver and file or cause to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 be filed an appropriate continuation statement with respect to each such Eligible Mortgage Loan are true financing statement; provided that Lender may elect to file such continuation statement, and correct(ii) deliver or cause to be delivered to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender, confirming and updating the opinion delivered pursuant to Section 5.01(a) with respect to perfection and otherwise to the effect that the security interests hereunder continue to be enforceable and perfected security interests, subject to no other Liens of record except as provided herein or otherwise permitted hereunder, which opinion may contain usual and customary assumptions, limitations and exceptions. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Neither the Borrower nor any Related Party has not assigned, pledged, or otherwise conveyed or encumbered any Collateral (including the Mortgage Loan or other Collateral Loans) to any other PersonPerson other than the Lender. Immediately prior to the pledge of any Mortgage Loan to the Lender, and the Borrower represents that it is the sole owner of each such Mortgage Loan or such other Collateral and had has good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrowerand no Person other than the Lender has any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of mortgagee's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto6.13(d), the security interests granted hereunder in the Collateral will constitute fully perfected perfected, first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible The Borrower (or its predecessor in interest) has delivered to the Custodian, to hold pursuant to the terms of the Custodial Agreement, the Mortgage File (including the Mortgage Note) relating to each Mortgage Loan (other than any Wet Mortgage Loan) that is pledged subject to Agent as Collateral satisfies all the provisions of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage this Loan are true and correctAgreement. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", " and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all LiensLiens on the Mortgage Loan (without taking into account the Lien of the Mortgage on the Mortgaged Property), in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest in the financial asset, within the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Codetherein. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral (to the extent security interests in such Collateral may be perfected under the UCC by filing) will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower The Note Issuer has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Agent, for the benefit of the Agent, the Purchasers and the Noteholders, the Note Issuer was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, and had full right and authority to pledge or assign the Mortgage Loan free and clear of all Liens, in each case except for Liens to be previously released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Agent hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Note Purchase Agreement are effective to create in favor of the Agent, for the benefit of Lenderthe Agent, the Purchasers and the Noteholders, a valid security interest in all right, title and interest of Borrower the Note Issuer in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a Designated Agent of the Uniform Commercial CodeNote Issuer and the Assignment of Mortgage related thereto, of the Agent, Agent for the benefit of the Agent, the Purchasers and the Noteholders, shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Note Issuer's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Agent as "Secured Party" for the benefit of the Agent, the Purchasers and Borrower the Noteholders, and the Note Issuer as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Note Issuer in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other of the Collateral to any other Person, and immediately prior to the pledge of such Collateral to the Lender, the Borrower is was the sole owner of each Mortgage Loan or such other Collateral and had good and marketable title thereto, and has full right and authority to pledge or assign such Collateral free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower. All Mortgage Notes evidencing each Mortgage Loan are substantially in the form of Exhibit I hereto. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of each such Mortgage Loan, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase and following such release no Person other than the Borrower has any Lien on any Mortgage Loan. Notwithstanding the foregoing, the Borrower may sell, transfer, assign or otherwise) by Borrower from pledge or otherwise convey any foreclosed Mortgaged Property to an Affiliate of BorrowerREO Subsidiary. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to Note, endorsed in accordance with the securities account within Custodial Agreement, the meaning of Article 8 of the Uniform Commercial Code, of Agent, Agent Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies The REO Subsidiary Pledged Stock of any REO Subsidiary will constitute all of the conditions set forth in the definition issued and outstanding capital stock or other equity interests of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio all classes of no less than 1.20:1such REO Subsidiary, and all of such REO Subsidiary Pledged Stock will have been duly and validly issued and, if capital stock, shall have been fully paid and non-assessable. Upon the representations and warranties set forth on Schedule 1 with respect delivery to each the Lender or Custodian of any certificates or stocks evidencing such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus REO Subsidiary Pledged Stock, the amount of all Cash Collateral held security interest created by Agent equals at least eighty percent (80%) the REO Subsidiary Pledge Agreement therein will constitute a perfected first priority security interest in such REO Subsidiary Pledged Stock in favor of the current outstanding principal balance of Lender as security for the Loans, inclusive of any pending Revolving Loan AdvanceSecured Obligations.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan Loans or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, a Borrower is was the sole owner of each such Mortgage Loan Loans or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan Loans or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by a Borrower from an any Affiliate of any Borrower, other than those Mortgage Loans or other Collateral which were acquired by NC Capital pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998 between the Borrower and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001 between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of each Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Coderelevant Borrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of relevant Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and each Borrower as "Debtor", " and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Borrowers in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to the Lender hereunder was acquired (by purchase or otherwise) by the Borrower from an Affiliate of the Borrower, other than those Mortgage Loans or other Collateral which were acquired by the Borrower pursuant to (i) the Mortgage Loan Purchase and Servicing Agreement, dated December 1, 1998 between the Borrower and New Century Mortgage Corporation and (ii) the Mortgage Loan Purchase and Servicing Agreement, dated July 1, 2001 between Worth Funding Incorporated and New Century Mortgage Corporation, unless such acquisition (by purchase or otherwise) is evidenced by a sale agreement and an assignment of rights thereunder to the Lender, in each case, in form and substance acceptable to the Lender, and the Borrower and its Affiliate file or have filed in all relevant jurisdictions, UCC-1 financing statements reflecting the transfer of such Mortgage Loan to the Borrower, together with the assignment of such interest described in such financing statement to the Lender. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial CodeBorrower, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", " and describing the Collateral, Collateral in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) The Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and immediately prior to the pledge of any such Mortgage Loan to the Lender, the Borrower is was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by and no Person other than the Borrower from an Affiliate of Borrowerhas any Lien on any Mortgage Loan. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of the Borrower in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a duly authorized officer of the Uniform Commercial Codepayee or last endorsee, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Borrower's interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "Secured Party" and the Borrower as "Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of the Borrower in, to and under such Collateral Collateral, which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral Pledged Asset to any other Person, and such Borrower is was the sole owner of each Mortgage Loan or such other Collateral Pledged Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Notwithstanding the preceding sentence, such Borrower may hereafter jointly own (a) a Pledged Asset with other parties through the sale of Participation Interests to one or more Loan Participants, or (b) any other Collateral pledged to Lender hereunder was acquired interests of such Borrower in a Pledged Asset through the sale of the Guaranteed Portion in the secondary market (by purchase “Secondary Market Sale”); provided that such Borrower obtains the prior written consent of the Lender, which consent shall not be unreasonably withheld or otherwise) by Borrower from an Affiliate of Borrowerdelayed. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon Pursuant to the crediting Multiparty Agreement, upon receipt by the FTA of each Mortgage Note to the securities account within the meaning of Article 8 SBA 7(a) Loan Note, and notice of the Uniform Commercial CodeLender’s Lien thereon, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Pledged Tranche A Asset evidenced thereby and in ReadyCap’s interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Pledged Property. (d) Upon receipt by the Custodian of each SBC Loan Note, the Lender shall have a fully perfected first priority security interest therein, in the Pledged Tranche B Asset evidenced thereby and in Xxxxxxxxxx’x interest in the related Pledged Property. (e) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and such Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (ef) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies Upon execution and delivery of the Multiparty Agreement by all of the conditions set forth parties thereto, the Lender shall have a fully-perfected first priority security interest in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctPledged Asset that constitutes an SBA 7(a) Loan. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) Borrower The Note Issuer has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral to any other Person, and Borrower is immediately prior to the pledge of such Mortgage Loan or any other Collateral to the Agent, for the benefit of the Agent, the Purchasers and the Noteholders, the Note Issuer was the sole owner of each such Mortgage Loan or such other Collateral and had good and marketable title thereto, and had full right and authority to pledge or assign the Mortgage Loan free and clear of all Liens, in each case except for Liens previously released or to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender Agent hereunder. No Mortgage Loan or other Collateral pledged to Lender hereunder was acquired (by purchase or otherwise) by Borrower from an Affiliate of Borrower. (b) The provisions of this Note Purchase Agreement are effective to create in favor of the Agent, for the benefit of Lenderthe Agent, the Purchasers and the Noteholders, a valid security interest in all right, title and interest of Borrower the Note Issuer in, to and under the Collateral. (c) Upon receipt by the crediting Custodian of each Mortgage Note to the securities account within the meaning of Article 8 Note, endorsed in blank by a Designated Agent of the Uniform Commercial CodeNote Issuer and the Assignment of Mortgage related thereto, of the Agent, Agent for the benefit of the Agent, the Purchasers and the Noteholders, shall have a fully perfected first priority security interest therein, in the financial asset, within Mortgage Loan evidenced thereby and in the meaning of Article 8 of Note Issuer’s interest in the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Mortgaged Property. (d) Upon the filing of financing statements on Form UCC-1 naming the Agent as "“Secured Party" ” for the benefit of the Agent, the Purchasers and Borrower the Noteholders, and the Note Issuer as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of Borrower the Note Issuer in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (e) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies all of the conditions set forth in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correct. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.

Collateral; Collateral Security. (a) No Borrower has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan or other Collateral Pledged Asset to any other Person, and such Borrower is was the sole owner of each Mortgage Loan or such other Collateral Pledged Asset and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Agent, for the benefit of Lender hereunder. No Mortgage Notwithstanding the preceding sentence, such Borrower may hereafter jointly own (a) a Pledged Asset with other parties through the sale of Participation Interests to one or more Loan Participants, or (b) any other Collateral pledged to Lender hereunder was acquired interests of such Borrower in a Pledged Asset through the sale of the Guaranteed Portion in the secondary market (by purchase “Secondary Market Sale”); provided that such Borrower obtains the prior written consent of the Lender, which consent shall not be unreasonably withheld or otherwise) by Borrower from an Affiliate of Borrowerdelayed. (b) The provisions of this Loan Agreement are effective to create in favor of Agent, for the benefit of Lender, Lender a valid security interest in all right, title and interest of Borrower the Borrowers in, to and under the Collateral. (c) Upon Pursuant to the crediting Multiparty Agreement, upon receipt by the FTA of each Mortgage Note to the securities account within the meaning of Article 8 SBA 7(a) Loan Note, and notice of the Uniform Commercial CodeLender’s Lien thereon, of Agent, Agent the Lender shall have a fully perfected first priority security interest therein, in the financial asset, within Pledged Tranche A Asset evidenced thereby and in ReadyCap’s interest in the meaning of Article 8 of the Uniform Commercial Code, consisting of the Mortgage Note, within the meaning of Article 8 of the Uniform Commercial Coderelated Pledged Property. (d) Upon receipt by the Custodian of each SBC Loan Note, the Lender shall have a fully perfected first priority security interest therein, in the Pledged Tranche B Asset evidenced thereby and in Sxxxxxxxxx’x interest in the related Pledged Property. (e) Upon the filing of financing statements on Form UCC-1 naming Agent the Lender as "“Secured Party" ” and such Borrower as "“Debtor"”, and describing the Collateral, in the jurisdictions and recording offices listed on Schedule 2 attached hereto, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests under the Uniform Commercial Code in all right, title and interest of such Borrower in, to and under such Collateral which can be perfected by filing under the Uniform Commercial Code. (ef) Each Eligible Mortgage Loan that is pledged to Agent as Collateral satisfies Upon execution and delivery of the Multiparty Agreement by all of the conditions set forth parties thereto, the Lender shall have a fully-perfected first priority security interest in the definition of "Eligible Mortgage Loans" in Section 1.01 above, including but not limited to having a Debt Service Coverage Ratio of no less than 1.20:1, and the representations and warranties set forth on Schedule 1 with respect to each such Eligible Mortgage Loan are true and correctPledged Asset that constitutes an SBA 7(a) Loan. (f) The Collateral Value of all Mortgage Loans pledged to Agent as Collateral plus the amount of all Cash Collateral held by Agent equals at least eighty percent (80%) of the current outstanding principal balance of the Loans, inclusive of any pending Revolving Loan Advance.