Common use of Intent of Parties; Security Interest Clause in Contracts

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the registered holder of the related Participation Certificate. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section 741(7) of the Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Mortgage Loans, the custodial collection accounts and escrow accounts, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof), together with all related servicing rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), and any other payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that the foregoing relates to any Mortgage Loan; and any other assets relating to the Mortgage Loans (including, without limitation, any other accounts) or any interest in the Mortgage Loans and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, and any other documentation relating to the Mortgage Pool or the Agency Security by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (e) In the event that the servicing of the Mortgage Loans is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights to the Mortgage Loans and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect the ownership of each that such Mortgage Loan by the registered holder of the related Participation Certificateis subject to a Transaction hereunder. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance LEGAL02/41334878v5 by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage LoansLoans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the such Mortgage Loans, the custodial collection accounts and escrow accountsaccounts referred to in this Agreement or any other Program Document, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof)) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related servicing rightsServicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles intangibles, in each case to the extent that the foregoing relates to any Mortgage LoanLoan that is subject to a Participation Certificate; and any other assets relating to the such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (ed) In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect the ownership of each that such Mortgage Loan by the registered holder of the related Participation Certificateis subject to a Transaction hereunder. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage LoansLoans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the such Mortgage Loans, the custodial collection accounts and escrow accountsaccounts referred to in this Agreement or any other LEGAL02/43307475v2 Program Document, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof)) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related servicing rightsServicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles intangibles, in each case to the extent that the foregoing relates to any Mortgage LoanLoan that is subject to a Participation Certificate; and any other assets relating to the such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (ed) In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) From The Purchaser and after the issuance Seller confirm that the transactions contemplated herein are intended as purchases and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a purchase and sale of the related Participation CertificateMortgage Loans, the record title of Seller to each Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked deemed to reflect the ownership of each Mortgage Loan by the registered holder of the related Participation Certificate. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section 741(7) of the Bankruptcy Code. In addition have hereby pledged to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by the Seller of all of its obligations under this Agreement and hereby grants, assigns and pledges from time to Purchaser a fully perfected first priority security interest in the Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Mortgage Loans, the custodial collection accounts and escrow accounts, the Agency Security to be issued as originally contemplated time arising hereunder and the Takeout Commitments (and assignments thereof), together with all related servicing rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), and any other payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that the foregoing relates to any Mortgage Loan; and any other assets relating to the Mortgage Loans (including, without limitation, any other accounts) or any interest in the Mortgage Loans and all products and proceeds of under any and all of Purchases effected pursuant hereto, and shall be deemed to have granted to the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyPurchaser a first priority perfected security interest in, the “Basic Collateral”); (y) possession of the related Mortgage Loan Documentsand all distributions in respect thereof, Pooling Documents, and any other documentation relating to the Mortgage Pool or the Agency Security by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (e) In the event that the servicing of the Mortgage Loans is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights to the Mortgage Loans and the Servicing Files related thereto and the proceeds of any and all of the foregoing and any other Collateral. The Seller shall, with respect to each Purchase, execute a Receipt, Grant and Assignment substantially in all instancesthe form of Exhibit C hereto, whether now owned or hereafter acquiredas applicable, now existing or hereafter created (“Additional Collateral”; pursuant to which the Seller shall reconfirm its grant to the Purchaser of a first priority security interest in, and together with the Basic Collaterallien upon, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance In furtherance of the related Agency Security pursuant to and in accordance with foregoing, (i) this AgreementPurchase Agreement shall constitute a security agreement, (ii) the Purchaser shall release and be deemed to release have all of its the rights of a secured party with respect to the Collateral pursuant to applicable law and (iii) the Seller shall execute all documents, including but not limited to (A) assignments of mortgages, and (B) financing statements under the Uniform Commercial Code as in effect in any applicable jurisdictions, as the Purchaser may reasonably require to effectively perfect and evidence the Purchaser's first priority security interest in the Collateral. The Seller also covenants not to pledge, assign or grant any security interest to any other party in any Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related Loan sold to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy CodePurchaser. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect the ownership of each that such Mortgage Loan by the registered holder of the related Participation Certificateis subject to a Transaction hereunder. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage LoansLoans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the such Mortgage Loans, LEGAL02/43085055v3 the custodial collection accounts and escrow accountsaccounts referred to in this Agreement or any other Program Document, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof)) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related servicing rightsServicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles intangibles, in each case to the extent that the foregoing relates to any Mortgage LoanLoan that is subject to a Participation Certificate; and any other assets relating to the such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (ed) In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect the ownership of each that such Mortgage Loan by the registered holder of the related Participation Certificateis subject to a Transaction hereunder. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage LoansLoans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the such Mortgage Loans, the custodial collection accounts and escrow accountsaccounts referred to in this Agreement or any other Program Document, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof)) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related servicing rightsServicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles intangibles, in each case to the extent that the foregoing relates to any Mortgage LoanLoan that is subject to a Participation Certificate; and any other assets relating to the such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (ed) In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.

Intent of Parties; Security Interest. (a) It is the express intent of Purchaser and Seller that sale of the Participation Certificate by Seller to Buyer hereunder be, and be treated for all purposes as, a true sale by Seller of the Participation Certificate. (b) From and after the issuance of the related Participation Certificate, the record title of Seller to each Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (bc) The sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the registered holder of the related Participation Certificate. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition the event, for any reason, that any Transaction is deemed by any court or regulatory authority, as a result of a change of law or otherwise, not to be a purchase and sale of the foregoingrelevant Mortgage Pool, (x) then Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Mortgage Loans, the custodial collection accounts and escrow accounts, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof), together with all related servicing rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Mortgage Loan; and any other assets relating to the Mortgage Loans (including, without limitation, any other accounts) or any interest in the Mortgage Loans and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession . Possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) . Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement. (e) In order to further secure the event that the servicing of the Mortgage Loans is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any eventSeller’s Obligations under this Agreement, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (the “Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, Certificates and servicing rights Servicing Rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7Section.

Intent of Parties; Security Interest. (a) From and after the issuance of the related Participation Certificate, the record title of Seller to each related Mortgage Loan is retained by Seller in trust, for the sole purpose of facilitating the interim servicing of such Mortgage Loan, and all funds received on or in connection with such Mortgage Loan shall be deposited in the Custodial Account and held by Seller in trust for the benefit of the registered holder of the related Participation Certificate and shall be disbursed only in accordance with this Agreement. (b) The It is the intent of the parties hereto that the sale of a participation in each Mortgage Loan shall be reflected on Seller’s balance sheet and other financial statements as a sale of assets by Seller. Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan that is subject to a Transaction hereunder which shall be clearly marked to reflect the ownership of each that such Mortgage Loan by the registered holder of the related Participation Certificateis subject to a Transaction hereunder. (c) Beginning on the effective date of each Transaction contemplated herein, Purchaser shall be treated as the owner of the Mortgage Loans transferred pursuant to such Transaction for U.S. federal, state, and local tax purposes. (d) Purchaser and Seller confirm that each of the Transactions contemplated herein are purchases and sales and are not loan transactions. The If Seller is an insured depository institution, the parties understand and intend that this Agreement and each Transaction constitute “qualified financial contracts” as that term is used in the Federal Deposit Insurance Act, Section 1821 of Title 12 of the United States Code, as amended. If Seller is any other type of entity, the parties understand and intend that this Agreement and each Transaction constitute a “securities contract” as that term is defined in Section § 741(7) of the United States Bankruptcy Code. In addition to the foregoing, (x) Seller hereby pledges to Purchaser as security for the performance by Seller of its obligations under this Agreement and hereby grants, assigns and pledges to Purchaser a fully perfected first priority security interest in the Mortgage LoansLoans that are the subject of a Participation Certificate, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the such Mortgage Loans, the custodial collection accounts and escrow accountsaccounts referred to in this Agreement or any other Program Document, the Agency Security to be issued as originally contemplated hereunder and the Takeout Commitments (and assignments thereof)) with respect to any Agency Security to be issued in connection with a Transaction under this Agreement, together with all related servicing rightsServicing Rights, the Servicing Files, Mortgage Files, Mortgage Loan Documents, Documents and Pooling Documents and any other contract rights, accounts (including any interest of Seller in escrow accounts), ) and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles intangibles, in each case to the extent that the foregoing relates to any Mortgage LoanLoan that is subject to a Participation Certificate; and any other assets relating to the such Mortgage Loans (including, without limitation, any other accounts) that are subject to a Participation Certificate or any interest in the Mortgage Loans that are subject to a Participation Certificate and all products and proceeds of any and all of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Basic Collateral”); (y) possession of the Mortgage Loan Documents, Pooling Documents, Documents and any other documentation relating to the Mortgage Pool or the Agency Security relating to any Transaction hereunder by Custodian or by Seller shall constitute constructive possession by Purchaser; and (z) Purchaser shall have all the rights of a secured party pursuant to applicable law, and for such purposes this Agreement shall constitute a security agreement.. LEGAL02/44901976v2 (ed) In the event that the servicing of the Mortgage Loans that are subject to a Participation Certificate is deemed a separate property right severable from the Mortgage Loans and Participation Certificates, and in any event, Seller and Purchaser intend that Purchaser or its assigneeAssignee, as the case may be, shall have, and the Seller hereby grants and pledges to Purchaser or its assignee Assignee a perfected first priority security interest in Seller’s right, title and interest in the servicing rights Servicing Rights to the Mortgage Loans that are subject to a Participation Certificate and the Servicing Files related thereto and the proceeds of any and all of the foregoing in all instances, whether now owned or hereafter acquired, now existing or hereafter created (“Additional Collateral”; and together with the Basic Collateral, the “Collateral”) free and clear of adverse claims. For the avoidance of doubt, upon the issuance of the related Agency Security pursuant to and in accordance with this Agreement, the Purchaser shall release and be deemed to release all of its security interest in the Mortgage Loans, Participation Certificate, if applicable, and servicing rights relating thereto, but not, for the avoidance of doubt, the Agency Security. (f) The provisions set forth in this Section 7 are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (g) Seller hereby authorizes Purchaser to file such financing statement or statements relating to the Collateral as Purchaser, at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 7.