Common use of SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT Clause in Contracts

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records including without limitation or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any Servicing third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the foregoing, (xi) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xixii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) Assets and not loans from Buyer to Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its ObligationsObligations and as security for Seller’s, Guarantor’s or any of their respective Affiliate’s or Subsidiary’s performance of its obligations (other than the obligations of an Asset Securitization Subsidiary or Guarantor’s obligations in connection with the Revolving Credit Agreement) under any agreement (other than an agreement related to Securitization Indebtedness or the Revolving Credit Agreement) by and among any such Person, on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, Seller hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now owned or existing or hereafter acquiredacquired or arising: (i) all Purchased Loans Assets identified on a Purchase Transaction Notice delivered by Seller to Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased LoansAssets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating theretothereto in the possession of Seller or Custodian, (iii) the Records, (iv) the Servicing RecordsCollection Account, and the related Servicing RightsThird Party Loan Purchase Proceeds Account, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased LoansAssets and all Third Party Loan Purchase Proceeds, (v) all Takeout Commitments and Trade Assignments related to the Purchased Assets (including the rights to receive the related Takeout Price and the Related Security as evidenced by such Trade Assignments), (vi) all FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements relating to such Purchased Assets, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “or

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s Sellers’ performance of all of its their Obligations, each Seller hereby grants Buyer a perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller Sellers and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ixviii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xix) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xix) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller Sellers and Buyer Buyers intend that the Transactions hereunder be sales to Buyer Buyers of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer Buyers to Seller Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for each Seller’s performance of all of its Obligations, each Seller hereby grants Buyer Buyers a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all the Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to timeLoans, (ii) the related Records, all related Loan DocumentsServicing Rights, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise mortgage guaranties and insurance relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all thereunder, the applicable Seller’s rights under the Master Loan Sale Agreement (including, without limitation, the security interest in favor of Seller pursuant to receive from Section 4 thereof) any third party purchase agreements or other agreements or contracts relating to take delivery of or constituting any or all of the foregoing, (viii) all interests “accounts” as defined in real property collateralizing the Uniform Commercial Code relating to or constituting any Purchased Loansor all of the foregoing, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans Loan or the related Mortgaged Mortgage Property and all Insurance Proceeds any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all rights of Seller to receive from any third party instruments, chattel paper, securities, investment property and general intangibles, payment intangibles, and other assets comprising or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments relating to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting Loans, any or all of the foregoing security account and all rights to receive documentation relating theretoIncome and the rights to enforce such payments arising from any of the Purchased Loans, the Servicing Rights, all guarantees, supporting obligations or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, income, payments and proceeds with respect to, any of the foregoing (xicollectively the “Collateral”). Each Seller acknowledges and agrees that its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “times junior and subordinate to the rights of Buyers hereunder.

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the related Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, in each case pertaining to the Purchased Loans, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the foregoing, (xi) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the portion of the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xixii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions Initial Transaction and each Renewal Transaction hereunder be sales a sale to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) Certificate and not loans a loan from Buyer to the Seller secured by the Purchased LoansCertificate. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the such Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) the Purchased Certificate and the rights of the Seller with respect to all Purchased Loans Participation Interests identified on a Purchase Funding Notice or any Transaction Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all interests of Seller in the related Loan Documents, including including, without limitation limitation, all promissory notes, (iii) all interests of Seller in any other collateral pledged or otherwise relating to such Purchased the related Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing RightsRights in connection with any Loan subject to a Participation Interest which is held by the Legal Title Trust for the benefit of the owners of the related Participation Interests, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records including without limitation or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any Servicing third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income deposited therein relating to such Purchased LoansParticipation Interests, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating Seller’s right to any Purchased Loans the Participation Interest Account and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoingIncome deposited therein, (viii) Seller’s right to each Underlying Trust Account and all Income on deposit therein, (ix) Seller’s right to the Pass-Through Trust Account and all Income on deposit therein, (x) all interests in real property collateralizing any Purchased LoansLoans represented by Participation Interests, (ixxi) all other insurance policies and insurance proceeds relating to any Purchased Loans represented by Participation Interests or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xxii) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xixiii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including including, without limitation limitation, all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including including, without limitation limitation, any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “and

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its ObligationsObligations and as security for Seller’s, Guarantor’s or any of their respective Affiliate’s or Subsidiary’s performance of its obligations under any agreement (other than the Chesapeake Facility and the Bxxxxx’x Gate Facility) by and among any such Person, on the one hand, and Buyer or any of Buyer’s Affiliates, on the other hand, Seller hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Transaction Notice delivered by Seller to Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iviii) the Servicing Records, Records and the related Servicing Rights, (viv) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (viv) the Collection Account and Account, the RBS Sub-Account, all Income relating to such Purchased LoansLoans and all FNMA Loan Purchase Proceeds—RBS, (viivi) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viiivii) all interests in real property collateralizing any Purchased Loans, (ixviii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xix) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (x) with respect to each Additional Collateral Mortgage Loan, the Seller’s security interest in, to and under any related Additional Collateral, all rights of Seller in each related Additional Collateral Agreement, each Additional Collateral Servicing Agreement, each Control Agreement, each Surety Bond and all rights of Seller to receive amounts due or to become due in respect of any related Additional Collateral and its rights as beneficiary under the related Surety Bond in respect of any Additional Collateral Mortgage Loans, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans (including the related Servicing Rights thereto) identified on a Purchase Transaction Notice delivered by Seller to Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans (including but not limited to Account Agreements, Additional Collateral Transfer Agreements and Surety Bonds in connection with the Additional Collateral Loans), together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (viii) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (viiv) the Collection Account and all Income relating to such Purchased Loans, (viiv) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viiivi) all interests in real property collateralizing any Purchased Loans, (ixvii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xviii) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent take-out commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xiix) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer Buyers intend that the Transactions hereunder be sales to Buyer Buyers of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer Buyers to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer Buyers a fully perfected first priority security interest interest, in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all the Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to timeLoans, (ii) the related Records, all related Loan DocumentsServicing Rights, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise mortgage guaranties and insurance relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all thereunder, the Seller’s rights under the Master Loan Sale Agreement (including, without limitation, the security interest in favor of Seller pursuant to receive from Section 4 thereof) any third party purchase agreements or other agreements or contracts relating to take delivery of or constituting any or all of the foregoing, (viii) all interests “accounts” as defined in real property collateralizing the Uniform Commercial Code relating to or constituting any Purchased Loansor all of the foregoing, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans Loan or the related Mortgaged Mortgage Property and all Insurance Proceeds any other contract rights, payments, rights to payment (including payments of interest or finance charges), and all rights of Seller to receive from any third party instruments, chattel paper, securities, investment property and general intangibles and other assets comprising or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments relating to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting Loans, any or all of the foregoing security account and all rights to receive documentation relating theretoIncome and the rights to enforce such payments arising from any of the Purchased Loans, all guarantees or other support for the Purchased Loans, and any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing (xicollectively the “Collateral”). Seller acknowledges and agrees that its rights with respect to the Collateral (including without limitation, its security interest in the Purchased Loans and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all “accounts”times junior and subordinate to the rights of Buyers hereunder. Seller acknowledges and agrees that its rights with respect to the Collateral (including without limitation, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “its security interest in the Purchased Loans and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyers hereunder.

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Each Seller and Buyer intend that the Transactions each Transaction hereunder be sales a sale to Buyer of the Purchased Loans Assets (other than for accounting and tax purposes) and not a loan from Buyer to each Seller secured by the Purchased Assets (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans). However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the such Transactions hereunder as other than sales, and as security for each Seller’s payment and performance of all of its Obligations, each Seller hereby grants Buyer a perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Assets and the rights of each Seller with respect to all Loans identified on a Purchase Funding Notice or any Transaction Notice delivered by Buyer to Seller Sellers and Custodian from time to time, (ii) all interests of such Seller in the related Loan Documents, including including, without limitation limitation, all promissory notesnotes related to such Purchased Assets, (iii) all interests of such Seller in any other collateral pledged or otherwise relating to such Purchased the related Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing RightsRights in connection with any Purchased Assets, (v) all rights of such Seller to receive from any third party or to take delivery of any Servicing Records including without limitation or other documents which constitute a part of the Mortgage File or Servicing File, and all rights of such Seller to receive from any Servicing third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) all Income relating to such Purchased Assets, (vii) the Collection Account and all Income deposited therein relating to such Purchased LoansAssets, (viiviii) each Servicer Custodial Account (if any) and all Income deposited therein relating to such Purchased Assets, (ix) such Seller’s right to any accounts related to the Purchased Assets and all amounts on deposit therein, (x) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans Assets and all claims and payments thereunder and all rights of such Seller to receive from any third party or to take delivery of any of the foregoing, (viiixi) all interests in real property collateralizing any Purchased LoansAssets, (ixxii) all other insurance policies and insurance proceeds relating to any Purchased Loans Assets or the related Mortgaged Property and all Insurance Proceeds and all rights of such Seller to receive from any third party or to take delivery of any of the foregoing, (xxiii) any purchase agreements or other agreements, contracts or any related takeout commitments, commitments (including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent ), if any, relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, in each case relating to the Purchased Assets, (xixiv) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) Assets and not loans from Buyer to Seller Sellers secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s Sellers’ performance of all of its the Obligations, Seller Sellers hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans Assets identified on a Purchase Transaction Notice delivered by the Sellers to the Buyer to Seller and the Custodian from time to time, (ii) all related Loan Asset Documents, including without limitation all promissory notes, (iii) and all related Records, Transfer Documents, Governing Agreements, and original certificates evidencing such Purchased Assets, and any other collateral pledged or otherwise relating to such Purchased LoansAssets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (viii) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans Assets and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoingthereunder, (viii) all interests in real property collateralizing any Purchased Loans, (ixiv) all other insurance policies and insurance proceeds relating to any Purchased Loans Assets or the any related Mortgaged Property and Property, (v) all Insurance Proceeds and Interest Rate Protection Agreements relating to any or all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xvi) any purchase agreements or other agreements, agreements or contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating theretoforegoing, (xivii) all purchase or take-out commitments relating to or constituting any or all of the foregoing, (viii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) Assets and not loans from Buyer to Seller secured by the Purchased LoansAssets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans Assets identified on a Purchase Transaction Notice delivered by the Seller to the Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) and all Records, and original certificates evidencing such Purchased Assets, and any other collateral pledged or otherwise relating to such Purchased LoansAssets, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (viii) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans Assets and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ixiv) all other insurance policies and insurance proceeds relating to any Purchased Loans Assets or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xv) any purchase agreements or other agreementsagreements or contracts constituting any or all of the foregoing, contracts (vi) all purchase or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent take-out commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xivii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records including without limitation or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any Servicing third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “Mortgaged

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Funding Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Servicing Records including without limitation or other documents which constitute a part of the Mortgage File or Servicing File, all rights of Seller to receive from any Servicing third party or to take delivery of any Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (x) all Interest Rate Protection Agreements relating to any or all of the Purchased Loans, (xi) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and in each case related to the Purchased Loans and all rights to receive documentation relating thereto, (xixii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s Sellers’ performance of all of its their Obligations, each Seller hereby grants Buyer a perfected first priority security interest in all of such Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller Sellers and Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ixviii) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and all Insurance Proceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xix) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent commitments relating to or constituting any or all of the foregoing and all rights to receive documentation relating thereto, (xi) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “the

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) On each Purchase Date, and continuing until the Purchased Assets are repurchased, Seller hereby sells, assigns and Buyer conveys all rights and interests in the Purchased Assets identified on the related Asset Schedule, including the Repurchase Assets related to such Purchased Assets to Buyer. Although the parties intend that the all Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and purchases and not loans from Buyer to Seller secured by the Purchased Loans. However(other than as set forth in Section 21 for U.S. tax purposes), in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the any such Transactions hereunder as other than salesare deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for Seller’s the performance of all by Seller of its ObligationsObligations and hereby grants, Seller hereby grants assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets (including all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Notice delivered by Buyer to Seller and Custodian from time to time, (ii) all Servicing Rights related Loan Documents, including without limitation all promissory notes, (iii) any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys Assets); the Records related to the Purchased Assets; the Program Documents (if availableto the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (v) all rights of Seller to receive from ; any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate or other document evidencing such mortgage guaranties or insurance Property relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller Asset; any escrow letter or settlement agreement relating to receive from any third party or to take delivery of any of the foregoing, (viii) all interests in real property collateralizing any Purchased Loans, (ix) Asset; all other insurance policies and insurance proceeds relating to any property related to any Purchased Loans Asset, including but not limited to any payments or proceeds under any related hazard insurance; the related Mortgaged Property Control Account; any Hedge Agreements relating to any Purchased Asset; any accounts, instruments (including promissory notes), chattel paper (including electronic chattel paper), contract rights and all Insurance Proceeds other general intangibles (including payment intangibles), payments, rights to payment (including payments of interest or finance charges), goods (including equipment and all rights of Seller inventory), software, deposit accounts, investment property (including securities and securities accounts) and documents, to receive from the extent that the foregoing relates to any third party Purchased Asset; and any other assets relating to the Purchased Assets (including, without limitation, any other accounts and Income relating thereto) or any interest in the Purchased Assets; distributions with respect to take delivery of any of the foregoing, (x) any purchase agreements or other agreements, contracts or any related takeout commitments, including without limitation any Takeout Commitments ; together with all accessions and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price additions thereto; substitutions and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing replacements therefor; and all rights to receive documentation relating theretoproducts and proceeds; in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (xi) all collectively, the “accountsRepurchase Assets”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “).

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller Sellers secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s Sellers’ performance of all of its the Obligations, each Seller hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Transaction Notice delivered by such Seller to the Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) and all Records, and any other collateral pledged or otherwise relating to any such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (viii) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoingthereunder, (viii) all interests in real property collateralizing any Purchased Loans, (ixiv) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and Property, (v) all Insurance Proceeds and Interest Rate Protection Agreements relating to any or all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xvi) any purchase agreements or other agreements, agreements or contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating theretoforegoing, (xivii) all purchase commitments or Take-Out Commitments relating to or constituting any or all of the foregoing, (viii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “

SECURITY INTEREST; BUYER’S APPOINTMENT AS ATTORNEY-IN-FACT. (a) Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Loans (including, without limitation, the related Servicing Rights) and not loans from Buyer to Seller secured by the Purchased Loans. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and as security for Seller’s performance of all of its Obligations, Seller hereby grants Buyer a fully perfected first priority security interest in all of Seller’s rights, title and interest in and to the following property, whether now existing or hereafter acquired: (i) all Purchased Loans identified on a Purchase Transaction Notice delivered by the Seller to the Buyer to Seller and the Custodian from time to time, (ii) all related Loan Documents, including without limitation all promissory notes, (iii) and all Records, and any other collateral pledged or otherwise relating to such Purchased Loans, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, Loan accounting records and other books and records relating thereto, (iv) the Servicing Records, and the related Servicing Rights, (viii) all rights of Seller to receive from any third party or to take delivery of any Records including without limitation any Servicing Records or other documents which constitute a part of the Mortgage File or Servicing File, (vi) the Collection Account and all Income relating to such Purchased Loans, (vii) all Loan Guaranty Certificates, other mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any Mortgage Insurance Certificate mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoingthereunder, (viii) all interests in real property collateralizing any Purchased Loans, (ixiv) all other insurance policies and insurance proceeds relating to any Purchased Loans or the related Mortgaged Property and Property, (v) all Insurance Proceeds and Interest Rate Protection Agreements relating to any or all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (xvi) any purchase agreements or other agreements, agreements or contracts or any related takeout commitments, including without limitation any Takeout Commitments and Trade Assignments to the extent related to Purchased Loans subject to a Transaction (including the rights to receive the related takeout price and Buyer’s pro rata interest in the Security related to Purchased Loans subject to a Transaction as evidenced by such Takeout Commitments) to the extent relating to or constituting any or all of the foregoing and all rights to receive documentation relating theretoforegoing, (xivii) all purchase or Take-out Commitments relating to or constituting any or all of the foregoing, (viii) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “