Common use of Granting of Security Interest Clause in Contracts

Granting of Security Interest. To secure Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase money notes that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect thereto; (b) the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing.

Granting of Security Interest. To secure Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase money notes that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect thereto; (b) the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing. Notwithstanding anything in this Agreement to the contrary, if the Company (acting by and through the Manager in accordance with the applicable provisions of the LLC Operating Agreement) elects to remove any MERS Registered Mortgage from the MERS System in accordance with the LLC Operating Agreement and the Contribution Agreement, then the Company must execute and deliver to the Collateral Agent or the Custodian/Paying Agent, as the case might be, the Allonge and Mortgage Assignment described above in this Section 3.1 promptly after the removal of such MERS Registered Mortgage from the MERS System and take such other action so as to cause such MERS Registered Mortgage and all Underlying Collateral relating to such MERS Registered Mortgage to be and remain subject to the first priority security granted pursuant to this Agreement.

Granting of Security Interest. To secure Debtor’s payment and (A) The execution, delivery, recordation, filing or performance of the Secured Obligations Indenture and any applicable Collateral Documents by each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement Company and the Purchase Money Notes Guarantors, (and any substitute purchase money notes that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (aB) the Underlying Loans, including all future advances made with respect thereto; (b) grant by each of the Underlying Loan Documents; (c) all amounts payable to such Grantor Company and the Guarantors of the liens granted by it pursuant to the Underlying Loan applicable Collateral Documents, (C) the perfection or maintenance of the liens created under the Collateral Documents (including, where applicable, the first priority nature thereof) and all obligations owed (D) the exercise by the Collateral Agent of the remedies in respect of the Collateral, will not require any consent, approval, authorization or other order of, or any notice to or filing with, any court, regulatory body, administrative agency or other governmental body (other than such Grantor in connection with filings, registrations, consents, approvals, notarizations or other authorizations required under or contemplated by the Underlying Loans Indenture and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and Collateral Documents in order to perfect any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest ingranted by the Collateral Documents, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1collectively, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “AllongePerfection Requirements”), and (y) for each Underlying Loan, will not conflict with or constitute a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes breach of any of the Custodial and Paying Agency Agreement. The Collateral Agent may use terms or provisions of, or a default or a Debt Repayment Triggering Event under, or result in the allonge imposition of any tax, lien, charge or encumbrance upon the shares of capital stock of the Parent Guarantor or any Subsidiary or any right, property or assets of the Parent Guarantor or any Subsidiary pursuant to effect the endorsement of an Underlying Note (other than any lien, charge or the Mortgage Assignment to effect the assignment of a mortgage encumbrance created or imposed pursuant to the Collateral Agent at Documents), (X) the charter or by-laws or similar organizational documents of the Parent Guarantor or any time if an Event of Default occurs and its Subsidiaries or (Y) any agreement, indenture or other instrument, to which the Parent Guarantor or any of its Subsidiaries is continuingbound or to which its or their respective property is subject, except in the case of clause (Y) such conflicts, breaches or defaults that would not, individually or in the aggregate, have a Material Adverse Effect.

Granting of Security Interest. To secure the Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement, the Advance Facility Agreement and the Purchase Money Notes (and any substitute purchase money notes that may might be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insuranceinsurance (as defined in the UCC), inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying LoansAssets, including all future advances made with respect thereto; (b) the Underlying Loan Asset Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Asset Documents and all obligations owed to such Grantor in connection with the Underlying Loans Assets and the Underlying Loan Asset Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying a Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans Assets or the Underlying Loan Asset Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Asset Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying LoansAssets, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying a Borrower, Underlying Obligor or other obligor under or with respect to the Underlying LoansAssets, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by the Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; therein (provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall secure only secure the payment and performance of the Guaranteed Obligations;Obligations and the Non-Guaranteed Purchase Money Notes (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Secured Parties Collateral”). This grant of a security interest in the Secured Parties Collateral is expressly intended to remain in full force and effect from the date hereof Closing Date until the Secured Obligations, as such may might be modified in connection with the amendment of this Agreement, the Advance Facility Agreement, any Purchase Money Notes Guaranty or any Ancillary Transaction Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans Assets until such time as the Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans Assets on behalf of Collateral Agent. The Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying LoanAsset, an allonge, endorsed in blank, and executed by the Debtor (an “Allonge”), and (y) for each Underlying LoanAsset, a Mortgage Assignment, in blank, and executed by the Debtor. Such allonges Allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge Allonge to effect the endorsement of an Underlying a Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing. Notwithstanding anything in this Agreement to the contrary, if the Debtor (acting by and through the Manager in accordance with the applicable provisions of the LLC Operating Agreement) elects to remove any MERS Registered Mortgage from the MERS System in accordance with the LLC Operating Agreement and the Contribution Agreement, then the Debtor must execute and deliver to the Collateral Agent or the Custodian/Paying Agent, as the case might be, the Allonge and Mortgage Assignment described above in this Section 3.1 promptly after the removal of such MERS Registered Mortgage from the MERS System and take such other action so as to cause such MERS Registered Mortgage and all Collateral relating to such MERS Registered Mortgage to be and remain subject to the first priority security interest granted pursuant to this Agreement.

Granting of Security Interest. To secure Debtor’s payment Mortgagor does hereby transfer, convey, mortgage, hypothecate, assign and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants grant to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase Mortgagee a purchase-money notes that may be issued), a continuing security interest in, and mortgage lien on and right (subject to no prior interests of setoff against any Person whatsoever), all of its right, title title, interest, claims and interest demands of Mortgagor in and to the Properties, rights, interests and privileges described in clauses (a) through (h) below, whether now or hereafter acquired (which Properties, rights, interests and privileges described in clauses (a) through (h) below, including all accountssuch Properties, chattel paperrights, deposit accountsinterests and privileges hereafter subjected to the Lien of this Agreement by any Mortgage Supplement, documents are included in and defined as the "Collateral"), to wit: (as defined a) the Airframe and Engines, each of which Engines is of 750 or more rated takeoff horsepower or the equivalent of such horsepower, and in the UCC)case of each such Engine, whether or not such Engine shall be installed in or attached to the Airframe or any other airframe, and the Parts, together with all accessories, equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in parts and appurtenances appertaining or attached to the UCC) and other personal property and any supporting obligations related thereto, in each caseAirframe or an Engine, whether now owned or hereafter acquired, regardless and all substitutions, renewals and replacements of whether such property is in and additions, alterations, modifications, improvements, accessions and accumulations to the future subdivided into one Airframe, any Engine or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect theretoany Part; (b) all proceeds from the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor sale or other obligor or any disposition of, all proceeds of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related insurance due to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency AgreementMortgagor on, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right proceeds of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance any condemnation or requisition of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and or use due to all insurance policies; and (j) any and all distributions on, or proceeds or products of or Mortgagor with respect to, any of the Properties described in clause (a) above; (c) all logs, books, records (including, without limitation, all inspection, modification, maintenance and overhaul records), data, manuals and other documents, in each case, maintained in respect of the Airframe or any Engine, including, without limitation, all such logs, books, records, data, manuals and other documents maintained pursuant to requirements of the FAA; (d) the Aircraft Sale Agreement and the Bills of Sale to the extent the same relate to continuing rights of Mortgagor in respect of any warranty, indemnity or agreement, express or implied, as to title, materials, workmanship, design or patent infringement matters with respect to the Airframe or any Engine (reserving to Mortgagor, however, all of Mortgagor's other rights and interest in and to the Aircraft Sale Agreement) together with all rights, powers, privileges, options and other benefits of Mortgagor thereunder (subject to such reservation) with respect to the Airframe or the Engines, including, without limitation, the right to make all waivers and agreements, to give and receive all notices and other instruments or communications, to take such action upon the occurrence of a default thereunder, including the commencement, conduct and consummation of legal, administrative or other proceedings, as shall be permitted thereby or by law, and to do any and all other things which Mortgagor is or may be entitled to do thereunder (subject to such reservation, and all warranties and any other rights of Mortgagor against any manufacturer relating to the Airframe, any Engine or any Part); (e) all moneys and securities now or hereafter paid or deposited or required to be paid or deposited to or with Mortgagee by or for the account of Mortgagor pursuant to any term hereof or held or required to be held by Mortgagee hereunder; (f) all other items of equipment and furnishings, wherever located, appertaining to the Aircraft, including without limitation, the auxiliary power unit bearing Manufacturer's Serial No. P40261 delivered with the Aircraft on the Issue Date, and all substitutions, renewals and replacements thereof and additions, modifications and accessories thereto; (g) all rents, issues, profits, revenues and other income of the Property intended, subjected or required to be subjected to the Lien of this Agreement hereby, by the other Operative Documents or by any Mortgage Supplement; and (h) all proceeds, howsoever arising, of any of the foregoing; TO HAVE AND TO HOLD the Collateral unto Mortgagee, for the benefit of the Holders and Mortgagee and their respective successors and assigns, as security for (i) the due and punctual indefeasible payment in full of (A) all sums, together with interest, Special Interest, or premium, if any, thereon, owing or outstanding under the Securities or that may be or become due and payable to Mortgagee, any of the Holders, or their respective successors and assigns, by Mortgagor under or in connection with the Securities, the Indenture, this Agreement or the other Operative Documents, (B) the reasonable costs and expenses of collection and foreclosure with respect to the indebtedness and obligations secured hereby, whether now existing or hereafter arising, including without limitation reasonable attorneys' fees and other costs and expenses expended or incurred by Mortgagee under or pursuant to this Agreement, the Securities, the Indenture or any other Operative Document or otherwise in connection with discovering, locating, satisfying Liens and charges on, protecting and taking possession of the Collateral or any part thereof, the returning of the Collateral or any part thereof to any place in the continental United States designated by Mortgagee (including, without limitation, costs of repairing, rehabilitating and storing the Collateral or any part thereof), and the rights enforcement of, or collection of amounts owing or outstanding or due and payable under or in connection with the Securities, the Indenture, and the other agreements and instruments referred to receive such proceeds in this clause (i) and products (C) interest (to the extent permitted by applicable Law) on all of the foregoing property costs and expenses described in this Section 3.1clause (i), at a rate of interest per annum equal to the “Collateral”highest rate that may, under any circumstance (whether or not such circumstance has or could actually occur). This grant , be applicable to the Securities thereunder or under the Indenture, computed on the basis of a security interest 360-day year and the actual number of days elapsed; and (ii) the timely and faithful performance and observance by Mortgagor of all agreements, promises and covenants undertaken by it hereunder, in the Collateral is expressly intended Indenture and the other instruments, agreements and obligations referred to in clause (i) above (the foregoing, together with all the sums, interest, Special Interest, premium, expenses, costs and other amounts referred to in clause (i) above, being hereinafter referred to collectively as the "Obligations"); provided, however, that, and these presents are subject to the condition that, if Mortgagor shall have paid or caused to be paid in full, and Mortgagor shall have well and faithfully performed and observed, all the Obligations at the time and in the manner specified therefor, and any other indebtedness, obligation or account whatsoever (whether presently existing or subsequently arising) secured hereby, or made provision therefor pursuant to Article 8 of the Indenture then, upon the request of Mortgagor, delivered to Mortgagee, Mortgagee shall, at the cost and expense of Mortgagor, execute and deliver to Mortgagor, such instruments of satisfaction and discharge as may be appropriate (without, however, being under any duty to cause such instruments to be filed or recorded in the public records wherein this Agreement shall have been filed and/or recorded), and otherwise the same shall be and remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuingeffect.

Granting of Security Interest. To secure Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase money notes that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect thereto; (b) the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such GrantorXxxxxxx’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing. Notwithstanding anything in this Agreement to the contrary, if the Company (acting by and through the Manager in accordance with the applicable provisions of the LLC Operating Agreement) elects to remove any MERS Registered Mortgage from the MERS System in accordance with the LLC Operating Agreement and the Contribution Agreement, then the Company must execute and deliver to the Collateral Agent or the Custodian/Paying Agent, as the case might be, the Allonge and Mortgage Assignment described above in this Section 3.1 promptly after the removal of such MERS Registered Mortgage from the MERS System and take such other action so as to cause such MERS Registered Mortgage and all Underlying Collateral relating to such MERS Registered Mortgage to be and remain subject to the first priority security granted pursuant to this Agreement.

Granting of Security Interest. To secure Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes Note (and any substitute purchase money notes note that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-letter- of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Mortgage Loans, including all future advances made with respect thereto; (b) the Underlying Mortgage Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Mortgage Loan Documents and all obligations owed to such Grantor in connection with the Underlying Mortgage Loans and the Underlying Mortgage Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying a Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Mortgage Loans or the Underlying Mortgage Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Mortgage Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Mortgage Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying a Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Mortgage Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by the Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Note Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Mortgage Loans until such time as the Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Mortgage Loans on behalf of Collateral Agent. The Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Mortgage Loan, an allonge, endorsed in blank, and executed by the Debtor (an “Allonge”), and (y) for each Underlying Mortgage Loan, a Mortgage Assignment, in blank, and executed by the Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying a Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing.

Granting of Security Interest. To secure Debtor’s payment Debtor hereby grants and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants conveys to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase money notes that may be issued), Lender a continuing security interest in, lien on and right of setoff against in all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect thereto; (b) the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such Grantor’s right, title and interest in and to all insurance policies; and the “Servicing Contract Rights” defined as the indivisible, conditional, non-delegable right of Debtor to service mortgage loans owned or guaranteed by (ji) any and all distributions onthe Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”), or proceeds or products of or with respect topursuant to the Xxxxxxx Mac Single-Family Seller/Servicer Guide, any of as it may be amended from time to time (the foregoing, “Xxxxxxx Mac Guide”) and the rights Purchase Documents (as such term is defined in the Xxxxxxx Mac Guide), together with all additions and accessions thereto, replacements and substitutions therefor, products thereof and proceeds therefrom, in each case related to receive such proceeds and products or arising from mortgage loans owned by Xxxxxxx Mac (all of the foregoing property described in this Section 3.1, herein referred to collectively as the “Collateral”), to secure the payment and performance (a) of the indebtedness, liabilities and obligations of Debtor to Lender arising from the Note, whether direct or indirect, absolute or contingent, and all increases, extensions, renewals, and modifications thereof, and all costs, expenses or fees incurred by Lender in collection of any amount(s) secured hereby or in enforcing this Agreement, including without limitation, reasonable attorneys’ fees (all such indebtedness and obligations collectively referred to as the “Indebtedness”), and (b) of all other agreements of Debtor herein and in any other agreement executed by Debtor in connection with the Indebtedness. This grant For the avoidance of a doubt, the Collateral does not include Debtor’s rights to servicing advance reimbursements due from Xxxxxxx Mac. The security interest in the Collateral granted pursuant to this Section 1 is expressly intended subject and subordinate in each and every respect (i) to remain in full force all rights, powers and effect from the date hereof until the Secured Obligations, as such may be modified prerogatives of Xxxxxxx Mac under and in connection with the amendment of this AgreementXxxxxxx Mac Guide and the other Purchase Documents, which rights include, without limitation, the Purchase Money Notes Guaranty right of Xxxxxxx Mac to disqualify (in whole or in part) Debtor as an approved Xxxxxxx Mac Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the unitary, indivisible master servicing contract and to transfer and sell all or any Ancillary Document, have been satisfied in full. All portion of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession Servicing Contract Rights, as provided in the Custodial Purchase Documents; and Paying Agency Agreement). The Collateral Agent shall retain possession (ii) to all claims of Xxxxxxx Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of the Underlying Notes and other Custodial Documents with respect Debtor to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuingXxxxxxx Mac.

Granting of Security Interest. To secure Debtor’s payment and performance of the Secured Obligations and each Subsidiary Grantor’s guaranty of payment of the Secured Obligations, each Grantor hereby transfers, assigns, sets over, conveys, mortgages and grants to the Secured Parties, subject to the terms of this Agreement and the Purchase Money Notes (and any substitute purchase money notes that may be issued), a continuing security interest in, lien on and right of setoff against all of its right, title and interest in and to all accounts, chattel paper, deposit accounts, documents (as defined in the UCC), equipment, fixtures, general intangibles, Intellectual Property, instruments, Insurance, inventory, investment property, letter-of-credit rights, money (as defined in the UCC) and other personal property and any supporting obligations related thereto, in each case, whether now owned or hereafter acquired, regardless of whether such property is in the future subdivided into one or more groups to separately secure the Debtor’s and each Subsidiary Grantor’s obligations hereunder, including: (a) the Underlying Loans, including all future advances made with respect thereto; (b) the Underlying Loan Documents; (c) all amounts payable to such Grantor pursuant to the Underlying Loan Documents and all obligations owed to such Grantor in connection with the Underlying Loans and the Underlying Loan Documents; (d) all Underlying Collateral, including all Acquired Property; (e) all claims, suits, causes of action and any other right of such Grantor, whether known or unknown, against an Underlying Borrower, any Underlying Obligor or other obligor or any of their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Underlying Loans or the Underlying Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity arising under or in connection with the Underlying Loan Documents or the transactions related thereto or contemplated thereby; (f) all cash, securities and other property received or applied by or for the account of such Grantor under the Underlying Loans, including all distributions received through redemption, consummation of a plan of reorganization, restructuring, liquidation or otherwise of an Underlying Borrower, Underlying Obligor or other obligor under or with respect to the Underlying Loans, and any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (g) the Debtor Accounts and any other accounts established by Debtor pursuant to the Custodial and Paying Agency Agreement, and all amounts on deposit therein; provided, however, that the security interest in, lien on and right of setoff against the Defeasance Account and all amounts on deposit therein shall only secure the payment and performance of the Guaranteed Obligations; (h) the equity interests in all Ownership Entities; (i) all of such GrantorXxxxxxx’s right, title and interest in and to all insurance policies; and (j) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds and products (all of the foregoing property described in this Section 3.1, the “Collateral”). This grant of a security interest in the Collateral is expressly intended to remain in full force and effect from the date hereof until the Secured Obligations, as such may be modified in connection with the amendment of this Agreement, the Purchase Money Notes Guaranty or any Ancillary Document, have been satisfied in full. All of the Underlying Notes and other Custodial Documents shall be held by the Custodian/Paying Agent as set forth in Section 8.4 (except and to the extent the same are permitted to be removed from the Custodian/Paying Agent’s possession as provided in the Custodial and Paying Agency Agreement). The Collateral Agent shall retain possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans until such time as Debtor retains the Custodian/Paying Agent pursuant to the provisions of Section 8.4 and, at such time, shall cause the Custodian/Paying Agent to take possession of the Underlying Notes and other Custodial Documents with respect to the Underlying Loans on behalf of Collateral Agent. Debtor shall deliver to the Collateral Agent within sixty (60) days after the Closing Date, (x) for each Underlying Loan, an allonge, endorsed in blank, and executed by Debtor (an “Allonge”), and (y) for each Underlying Loan, a Mortgage Assignment, in blank, and executed by Debtor. Such allonges Allonges and Mortgage Assignments shall be held by the Custodian/Paying Agent with the Underlying Notes and other Custodial Documents. Reasonable and customary expenses paid to third parties actually incurred by the Debtor in preparing and delivering such allonges Allonges and Mortgage Assignments shall constitute Pre-Approved Charges for purposes of the Custodial and Paying Agency Agreement. The Collateral Agent may use the allonge Allonge to effect the endorsement of an Underlying Note or the Mortgage Assignment to effect the assignment of a mortgage to the Collateral Agent at any time if an Event of Default occurs and is continuing. Notwithstanding anything in this Agreement to the contrary, if the Company (acting by and through the Manager in accordance with the applicable provisions of the LLC Operating Agreement) elects to remove any MERS Registered Mortgage from the MERS System in accordance with the LLC Operating Agreement and the Contribution Agreement, then the Company must execute and deliver to the Collateral Agent or the Custodian/Paying Agent, as the case might be, the Allonge and Mortgage Assignment described above in this Section 3.1 promptly after the removal of such MERS Registered Mortgage from the MERS System and take such other action so as to cause such MERS Registered Mortgage and all Collateral relating to such MERS Registered Mortgage to be and remain subject to the first priority security granted pursuant to this Agreement.