Common use of Conveyance of Loans Clause in Contracts

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 2024-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 2024-1A SUBI Loans, no 2024-1A SUBI Loans are being sold hereunder, and the 2024-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price for the related Sold Assets (the “Purchase Price”), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements), Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificate. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (d) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 2024-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection Period). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date). (e) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242021-1A 2A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242021-1A 2A SUBI Loans, no 20242021-1A 2A SUBI Loans are being sold hereunder, and the 20242021-1A 2A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242021-1A 2A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242021-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242021-1A SUBI Loans, no 20242021-1A SUBI Loans are being sold hereunder, and the 20242021-1A SUBI Loans continue to be the property of the North Carolina Trust. SALE AND SERVICING AGREEMENT (RMIT 2021-1) - Page 1 The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242021-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of The Depositor, concurrently with the Issuer’s promise to pay the Purchase Price with respect to the Sold Assetsexecution and delivery hereof, the Depositor does hereby sell, transfer, convey, assign, set-set over and otherwise convey in trust to the Issuer from time to time, Trustee without recourse except as provided herein, for the benefit of the Certificateholders and the Certificate Insurer all its the right, title and interest inof the Depositor, including any security interest therein for the benefit of the Depositor, in and to and under, whether now owned or hereafter acquired (i) each Loan identified on the Purchased AssetsLoan Schedule, including the related Cut-off Date Principal Balance and all collections in respect of interest and principal received after the Cut-off Date; (ii) property which secured each such Loan and which has been acquired by foreclosure or deed in lieu of foreclosure or, in the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Datecase of any Manufactured Home, by repossession; (iii) all its interest in any insurance policies in respect of the Loans; (iv) the Pre-Funding Account, the Initial Deposit Account and the Trust Fund's rights in the Interest Coverage Account; (v) the rights of the Depositor under the Loan Purchase Agreement and Agreement; (ivvi) all proceeds thereof of any of the foregoing; and (vii) all other assets included or to be included in the Trust Fund. In connection with such property, collectivelytransfer and assignment, the “Sold Assets”Depositor does hereby deliver to, and deposit with the Trustee, or its designated agent (the "Custodian"), the following documents or instruments with respect to each Initial Loan so transferred and assigned, the following documents or instruments (with respect to each Loan, a "Loan File"): I. In the case of each Mortgage Loan: (i) the original Mortgage Note, endorsed either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in the following form: "Pay to the order of The Bank of New York, as Trustee," or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the original Mortgage Note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the Sold Assets aggregate Cut- off Date Principal Balance of which is less than or equal to 5.00% of the aggregate Cut-off Date Principal Balance of all Loans; (ii) the original Mortgage with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon or, if such Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording; (iii) an original Assignment, in form and substance acceptable for recording. The Mortgage shall not include any be assigned either (xA) Reassigned Loan released in connection with any Issuer Loan Release blank or (yB) Loan reconvened to "The Bank of New York, as Trustee, for New South Federal Savings Bank, Series 2001-1, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments; (v) the Depositororiginal or a certified copy of lender's title insurance policy (or in appropriate jurisdictions, Servicer attorney's opinion of title and abstract of title); and (vi) the original or Subservicer copies of each assumption, modification, written assurance or substitution agreement, if any. II. With respect to each Manufactured Home Loan: (i) the original Manufactured Home Contract; (ii) either (1) the original title document for the related Manufactured Home, a duplicate certified by the appropriate governmental authority that issued the original thereof or, if such original is not yet available, a copy of the application filed with the appropriate governmental authority pursuant to which the original title document will be issued, or (2) if the laws of the jurisdiction in which the related Manufactured Home is located do not provide for the issuance of title documents for manufactured housing units, other evidence of ownership of the related Manufactured Home that is customarily relied upon in such jurisdiction as evidence of title to a manufactured housing unit; (iii) evidence of one or more of the following types of perfection of the security interest of the Seller in the related Manufactured Home granted by such Manufactured Home Contract (or, if such evidence is not yet available, a copy of the application or other filing used to obtain such security ias appropriate in the applicable jurisdiction): (1) notation of such security interest on the title document, (2) a financing statement meeting the requirements of the UCC, with evidence of recording indicated thereon, (3) a fixture filing in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed UCC, with evidence of filing indicated thereon, or (4) such other evidence of perfection of a security interest in a manufactured housing unit as is customarily relied upon in the jin which the related Manufactured Home is located; (iv) an original assignment of the Manufactured Home Contract from the initial named payee thereunder to the Seller in accordance (unless the Seller is the initial named payee for such Manufactured Home Contract); (v) originals of any assumption agreements relating to such Manufactured Home Contract, together with the terms hereof. For the avoidance originals of doubtany surety or guaranty agreement relating to such Manufactured Home Contract or to any such assumption agreement, although the 2024-1A SUBI Certificate conveyed by the Depositor payable to the Issuer hereunder represents a beneficial interest in the 2024-1A SUBI Loans, no 2024-1A SUBI Loans are being sold hereunder, and the 2024-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation order of the Seller, or, if not so payable, endorsed to the Depositororder of, or assigned to, the Servicer or any other Person in connection with Seller by the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors.holder/payee thereunder without recourse; and (bvi) In consideration for originals of any extension, modification or waiver agreement(s) relating to such Manufactured Home Contract. The Trustee agrees to execute and deliver (or cause the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject Custodian to Article VIII of the Indenture, to pay execute and deliver) to the Depositor on or prior to the Closing Date and, on each Payment Date, as applicable, an acknowledgment of receipt of the purchase price for the related Sold Assets original Debt Instrument (the “Purchase Price”with any exceptions noted), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements), Collections available for such purpose under the Indenture, including funds available for such purpose on deposit substantially in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long form attached as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurredExhibit F-3 hereto. In the case of any Renewal Loan ReplacementLoans which have been prepaid in full on or after the Cut-Off Date and prior to the date of the execution of this Agreement, the Purchase Price Depositor, in lieu of delivering the above documents, may deliver to the Trustee a certification of an officer of the Renewal Loan shall be calculated based on the excess, if any, Seller of the Loan Principal Balance of such Renewal Loan over nature set forth in Exhibit B attached hereto. The Depositor does hereby deliver to, and deposit with the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of Trustee, the applicable Terminated Loan relating to such Renewal Loan, in each case, at Interest Coverage Amount and the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved thatOriginal Pre-Funded Amount, for the avoidance of doubtuses and purposes set forth herein, any portion and the Trustee hereby acknowledges receipt of the Purchase Price same. If any of the documents referred to in Section 2.01(I) or 2.01(II) above has as of the Closing Date been submitted for any Renewal Loan that is recording but either (x) has not paid in cash on been returned from the Payment Date relating applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as Trustee or the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificate. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of Custodian no later than the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to document certified by the Issuer andSeller, in the case of amendments (x) above or the applicable public recording office in the case of (y) above to financing statementsbe a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, as soon as practicable after delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary applicable public recording office to maintain the interest be a true and complete copy of the Issuer original. If the original lender's title insurance policy, or a certified copy thereof, or attorney's title opinion and its assigns as abstract, was not delivered pursuant to Section 2.01(I)(v) above, then (A) if the related Mortgage Loan is a first-priority perfected ownership interestsecond lien Mortgage Loan with a principal balance at origination of less than $50,000 secured by a Mortgaged Property not located in the State of Illinois, the Depositor shall cause all have no obligation to deliver any such filings original lender's title insurance policy, or a certified copy thereof, or attorney's title opinion and recordings abstract with respect to be made on such Mortgage Loan or within ten (10B) days of if the date of such transfer and promptly provide evidence thereof to the Issuer. On or prior to the Closing Date or the relevant Addition Date, as applicablerelated Mortgage Loan is any other Mortgage Loan, the Depositor shall mark its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (d) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 2024-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the IssuerTrustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Master Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other documents constituting a part of a Loan File received with respect to any Loan, including, but not limited to, any original documents evidencing an updated assumption or modification of any Loan. Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Loan Schedule reflecting File, the list of all Loans that will constitute Sold Assets as Trustee shall enforce the obligations of the close of business on Seller under the related Loan Action Date (after giving effect Purchase Agreement to all Loan Actions on cure such Loan Action Date other than any Loans that become, defect or cease to be, Sold Assets as a result of any Renewal occurring after the last day of deliver such Collection Period). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date). (e) The parties intend that the transfer of the Sold Assets missing document to the Issuer by Trustee or the Depositor be an absolute sale and not a secured borrowingCustodian within 90 days. If the transaction Seller does not cure such defect or deliver such missing document within such time period, the Trustee shall enforce the obligations of the Seller to either repurchase or substitute for such Loan in accordance with Section 2.03. The Trustee shall enforce the obligations of the Seller under the Loan Purchase Agreement to cause the Assignments which were delivered in blank to be completed and to record all Assignments referred to in Section 2.01(I)(iii) hereof and, to the extent necessary, in Section 2.01(I)(iv) hereof. The Trustee shall enforce the obligations of the Seller under the Loan Purchase Agreement to deliver such assignments for recording within 60 days of the Closing Date. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligations of the Seller under the Loan Purchase Agreement to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded. Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee, the Certificate Insurer and each Rating Agency has received an opinion of counsel, reasonably satisfactory to the Trustee, the Certificate Insurer and each Rating Agency, to the effect that the recordation of such Assignments in any specific jurisdiction is not necessary to protect the Trust's interest in the related Mortgage Note; provided further, however, notwithstanding the delivery of any opinion of counsel, each Assignment shall be submitted for recording by the Master Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) the occurrence of a Master Servicer Event of Default, (ii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iii) the occurrence of a servicing transfer as described in Section 7.02 hereof, (iv) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Borrower under the related Mortgage Loan and (v) with respect to any Mortgage Loan, if the Certificate Insurer requires the Master Servicer in writing to cause the related Assignment to be recorded. Notwithstanding the foregoing, if the Seller defaults in its obligation pay the cost of recording the Assignments, such expense will be paid by the Trustee and shall be reimbursable to the Trustee from the assets of the Trust as provided in Section 3.11(b). The Depositor herewith delivers to the Trustee an executed copy of the Loan Purchase Agreement. The Master Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Loan entered into in accordance with this Agreement were determined within two weeks of their execution; provided, however, that the Master Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a loan rather than an absolute sale despite this intent true and complete copy of the partiesoriginal within 270 days of its submission for recordation. In the event that the Master Servicer cannot provide a copy of such document certified by the public recording office within such 270 day period, the transfers provided Master Servicer shall deliver to the 49 Custodian, within such 270 day period, an Officers' Certificate of the Master Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for in this Agreement shall be deemed recordation, if known and (D) specify the date the applicable recorded document is expected to be the grant of, and the Depositor hereby grants delivered to the Issuer Custodian, and, upon receipt of a first-priority security interest in all copy of such entity’s rightdocument certified by the public recording office, titlethe Master Servicer shall immediately deliver such document to the Custodian. In the event the appropriate public recording office will not certify as to the accuracy of such document, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance Master Servicer shall deliver a copy of all obligations such document certified by an officer of the Depositor under this Agreement including Master Servicer to be a true and complete copy of the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets original to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold AssetsCustodian.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242022-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242022-1A SUBI Loans, no 20242022-1A SUBI Loans are being sold hereunder, and the 20242022-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242022-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor Seller does hereby sell, transfer, convey, assign, set-set over and otherwise convey to the Issuer from time to timePurchaser, without recourse except as provided hereinin the Loan Purchase Agreement, all of its right, title and interest in, to and underinterest, whether now owned or hereafter acquired (i) acquired, in, to and under the Purchased AssetsAdditional Loans, (ii) the right all monies due or to receive become due and all Collections amounts received or receivable with respect to the Purchased Assets after the applicable Cut-Off Datethereto, (iii) all rights of the Depositor under the Loan Purchase Agreement collections with respect thereto, and (iv) all proceeds (including, without limitation, “proceeds” as defined in the UCC) thereof (such property, collectively, the “Sold Additional Purchased Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 2024-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 2024-1A SUBI Loans, no 2024-1A SUBI Loans are being sold hereunder, and the 2024-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price for the related Sold Assets (the “Purchase Price”), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)such sale and if necessary, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificate. (c) The Depositor Seller agrees to authorize, record and file, at the expense of the DepositorPurchaser’s expense, on one or within ten (10) days of the Closing Date, all the more financing statements (and amendments with respect to such financing statements when applicable) with respect to the Loans and the other Sold Additional Purchased Assets meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect, and maintain perfect the perfection of, the transfer and assignment sale of the Loans and the other Sold Additional Purchased Assets to the Issuer as a first-priority ownership interestPurchaser, and to deliver a file file-stamped copy of each such financing statement statements or amendments or other evidence of such filing to the Issuer andPurchaser. (c) In connection with such sale, in the case of amendments to financing statementsSeller further agrees, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets at Purchaser’s expense, on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. On or prior to the Closing Date or the relevant Addition Datedate of this Supplemental Conveyance, as applicable, the Depositor shall mark its electronic records with respect to each Loan sold hereunder with a designation to indicate in the appropriate computer files that such all Purchased Loans created in connection with the Additional Loans and the related Sold Additional Purchased Assets have been sold conveyed to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans Purchaser pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policythis Supplemental Conveyance. (d) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 2024-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection Period). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date). (e) The parties hereto intend that the transfer conveyance of Seller’s right, title and interest in and to the Additional Purchased Assets shall constitute an absolute sale, conveying good title free and clear of any liens, claims, encumbrances or rights of others from Seller to Purchaser. It is the intention of the Sold Assets parties hereto that the arrangements with respect to the Issuer by the Depositor be an absolute Additional Purchased Assets shall constitute a purchase and sale of such Additional Purchased Assets and not a secured borrowingloan, including for accounting purposes. If In the transaction under this Agreement event, however, that it were determined to be determined that the transactions evidenced hereby constitute a loan rather than an absolute sale despite this intent and not a purchase and sale, it is the intention of the partiesparties hereto that this Supplemental Conveyance shall constitute a security agreement under applicable law, the transfers provided for in this Agreement and that Seller shall be deemed to be the grant ofhave granted, and the Depositor Seller does hereby grants grant, to the Issuer Purchaser a first-first priority perfected security interest in all of such entitySeller’s right, title, title and interest, whether now owned or hereafter acquired, in, to, to and under the Sold Additional Purchased Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets Seller hereunder and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold AssetsLoan Purchase Agreement.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242020-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242020-1A SUBI Loans, no 20242020-1A SUBI Loans are being sold hereunder, and the 20242020-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242020-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242018-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242018-1A SUBI Loans, no 20242018-1A SUBI Loans are being sold hereunder, and the 20242018-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242018-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242018-1A 2A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242018-1A 2A SUBI Loans, no 20242018-1A 2A SUBI Loans are being sold hereunder, and the 20242018-1A 2A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242018-1A 2A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242019-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242019-1A SUBI Loans, no 20242019-1A SUBI Loans are being sold hereunder, and the 20242019-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242019-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened reconveyed to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 2024-1A 2A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 2024-1A 2A SUBI Loans, no 2024-1A 2A SUBI Loans are being sold hereunder, and the 2024-1A 2A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price for the related Sold Assets (the “Purchase Price”), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements), Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificate. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (d) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 2024-1A 2A SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection Period). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date). (e) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 20242022-1A 2B SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 20242022-1A 2B SUBI Loans, no 20242022-1A 2B SUBI Loans are being sold hereunder, and the 20242022-1A 2B SUBI Loans continue to be the property of the North Carolina Trust. SALE AND SERVICING AGREEMENT (RMIT 2022-2B) - Page 1 The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price for the related Sold Assets (the “Purchase Price”), which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement)Additional Date, as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificate. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 20242022-1A 2B SUBI Certificate sold by the Depositor to the Issuer on the Closing Date. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.

Conveyance of Loans. (a) In consideration of the Issuer’s promise to pay the Purchase Price with respect to the Sold Assets, the Depositor does hereby sell, transfer, convey, assign, set-over and otherwise convey to the Issuer from time to time, without recourse except as provided herein, all its right, title and interest in, to and under, whether now owned or hereafter acquired (i) the Purchased Assets, (ii) the right to receive all Collections with respect to the Purchased Assets after the applicable Cut-Off Date, (iii) all rights of the Depositor under the Loan Purchase Agreement and (iv) all proceeds thereof (such property, collectively, the “Sold Assets”); provided, however, that the Sold Assets shall not include any (x) Reassigned Loan released in connection with any Issuer Loan Release or (y) Loan reconvened to the Depositor, Servicer or Subservicer in accordance with the express terms hereof. Purchased Assets shall not include any Loan reconveyed to the Seller in accordance with the terms hereof. For the avoidance of doubt, although the 2024-1A SUBI Certificate conveyed by the Depositor to the Issuer hereunder represents a beneficial interest in the 2024-1A SUBI Loans, no 2024-1A SUBI Loans are being sold hereunder, and the 2024-1A SUBI Loans continue to be the property of the North Carolina Trust. The foregoing does not constitute and is not intended to result in the creation or an assumption by the Issuer, the Owner Trustee (as such or in its individual capacity), the Indenture Trustee or any Noteholder of any obligation of the Seller, the Depositor, the Servicer or any other Person in connection with the Loans or under any agreement or instrument relating thereto, including any obligations to Loan Obligors. (b) In consideration for the purchase of the Sold Assets hereunder, the Issuer hereby agrees, subject to Article VIII of the Indenture, to pay to the Depositor on the Closing Date and, on each Payment Date, as applicable, the purchase price Purchase Price for the related Sold Assets (the “Purchase Price”)Assets, which shall consist of (i) with respect to the Initial Loans, the Notes, (ii) with respect to any Additional Loans (including any conveyance of Renewal Loans in connection with Renewal Loan Replacements)Loans, Collections available for such purpose under the Indenture, including funds available for such purpose on deposit in the Principal Distribution Account, Account and (iii) with respect to the Initial Loans and any Additional Loans, the Trust Certificate or, so long as the Depositor is the holder of the Trust Certificate, an increase in the value thereof on the Closing Date or the related Addition Date (except with respect to Renewal Loans in connection Renewal Loan Replacement), as applicable, or, with respect to Renewal Loans, on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred. In the case of any Renewal Loan Replacement, the Purchase Price of the Renewal Loan shall be calculated based on the excess, if any, of the Loan Principal Balance of such Renewal Loan over the Loan Principal Balance (immediately prior to such Terminated Loan being written down to zero) of the applicable Terminated Loan relating to such Renewal Loan, in each case, at the time of the Renewal, provided, that such Purchase Price shall not be due until the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred, further proved that, for the avoidance of doubt, any portion of the Purchase Price for any Renewal Loan that is not paid in cash on the Payment Date relating to the Collection Period in which such Renewal Loan Replacement occurred shall, so long as the Depositor is the holder of the Trust Certificate, constitute a contribution of capital resulting in an increase in the value of the Trust Certificatethereof. (c) The Depositor agrees to authorize, record and file, at the expense of the Depositor, on or within ten (10) days of the Closing Date, all the financing statements (and amendments to financing statements when applicable) with respect to the Loans and the other Sold Assets meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect, and maintain the perfection of, the transfer and assignment of the Loans and the other Sold Assets to the Issuer as a first-priority ownership interest, and to deliver a file stamped copy of each such financing statement or other evidence of such filing to the Issuer and, in the case of amendments to financing statements, as soon as practicable after receipt thereof by the Depositor. In the event that any transfer of Sold Assets on any Addition Date requires any filing or documents necessary to maintain the interest of the Issuer and its assigns as a first-priority perfected ownership interest, the Depositor shall cause all such filings and recordings to be made on or within ten (10) days of the date of such transfer and promptly provide evidence thereof to the Issuer. . (d) On or prior to the Closing Date or the relevant Addition Date, as applicable, the Depositor shall mark xxxx its electronic records with respect to each Loan sold hereunder with a designation to indicate that such Loans and the related Sold Assets have been sold to the Issuer under this Agreement and a security interest therein has been granted to the Indenture Trustee under the Indenture. In connection with any Renewal that constitutes a Renewal Loan Replacement, such marking of the electronic records shall include recordation of the loan number for the Terminated Loan subject to such Renewal in the Renewal File for the Renewal Loan. The Depositor shall not change any of these entries in its computer files relating to any such Loan or related Sold Assets except in connection with any Loan that ceases to be a Sold Asset; provided, that after a Loan shall have been repaid in full (and all Collections in respect thereof shall have been deposited into the Collection Account) or shall have become a Terminated Loan (and with respect to such Terminated Loan (y) the related Renewal Loan has been included on the Renewal File identifying Renewal Loans that have become Additional Loans pursuant to Section 2.08(c) or (z) the related Terminated Loan Price shall have been deposited into the Collection Account pursuant to Section 2.11), such entries may be removed consistent with the Credit and Collection Policy. (de) The Depositor shall deliver to the Issuer a Loan Schedule, together with the Initial Loan Assignment, on the Closing Date, identifying the Initial Loans sold hereunder by the Depositor and the 2024-1A SUBI Certificate sold by the Depositor to the Issuer on the Closing DateDepositor. In addition, the Depositor agrees no later than the Monthly Determination Date following the end of each Collection Period, to deliver or cause to be delivered to the Issuer, an updated Loan Schedule reflecting the list of all Loans that will constitute Sold Assets as of the close of business on the related Loan Action Date (after giving effect to all Loan Actions on such Loan Action Date other than any Loans that become, or cease to be, Sold Assets as a result of any Renewal occurring after the last day of such Collection PeriodDate). Such Loan Schedule shall also separately identify each Loan that will be designated as an Excluded Loan for the related Loan Action Date (after giving effect to all Loan Actions that will occur on such Loan Action Date)Loan. (ef) The parties intend that the transfer of the Sold Assets to the Issuer by the Depositor be an absolute sale and not a secured borrowing. If the transaction under this Agreement were determined to be a loan rather than an absolute sale despite this intent of the parties, the transfers provided for in this Agreement shall be deemed to be the grant of, and the Depositor hereby grants to the Issuer a first-priority security interest in in, all of such entity’s right, title, and interest, whether now owned or hereafter acquired, in, to, and under the Sold Assets to secure the payment and performance of all obligations of the Depositor under this Agreement including the obligation to cause the sale of Sold Assets and the payment of all monies due under the Sold Assets to the Issuer and its assigns. This grant is a protective measure and must not be construed as evidence of any intent contrary to the one expressed in the first sentence of this paragraph, nor should the intent expressed in the first sentence of this paragraph be deemed to be an expression of the intended tax treatment of the conveyance of the Sold Assets.