Common use of Security Interest Clause in Contracts

Security Interest. Borrower hereby grants to Lender, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges) inventorygeneral intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Asset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe "Repurchase Assets"). Seller agrees to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, (k) commercial tort claimsthe Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, (I) general intangiblesas the Buyer, including payment intangibles and software and (m) as-extracted collateral as such terms at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Seller shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower hereby grants and assigns to Lender, subject to Bank Lender as of America’s priority lien, the secured party hereunder, ----------------- Effective Date (as defined in the Loan Agreement) a continuing security interest in all of the following described personal property in which Borrower now or at any time hereafter has any interest (collectively, the "Collateral"): All goods, building and other materials, supplies, work in progress, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to any and all “Collateral” as be incorporated into, used in connection with, or appropriated for use on (i) the real property described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related on Exhibit A to the Loan Deed of Trust or (ii) the improvements described in this Agreementthe Loan Agreement (which real property and improvements are collectively referred to herein as the Subject Property); together with all rents, whether or not contemplated by the parties at the time issues, deposits and profits of the granting of this security interestSubject Property; all inventory, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentaccounts, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money cash receipts, deposit accounts (including, without limitation, all interestdemand deposit account no. 180206050 in the name of Willows Concord General Checking of the First Interstate Bank, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor0000 Xxxxx Xxxx Xxxxxx, if applicableXxxxx Xxx, Xxxxxxxxxx 000000 established pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any Loan Agreement and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers demand deposit account no. 9364452404 of Borrower via credit card or debit card transactionsFleet Bank, Boston, Massachusetts; and (ii) all other tangible and intangible personal propertyaccounts receivable, includingcontract rights, but not limited to (a) cash and cash equivalentsgeneral intangibles, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paperinstruments, documents, (h) letter notes, drafts, letters of credit rightscredit, (i) insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Borrower; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Borrower with respect to the Subject Property; all advance payments of insurance premiums made by Borrower with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Lender, whether or not disbursed; all funds deposited with Lender pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, including health-care insurance receivablesrefunds, (j) deposit accountscost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, (k) commercial tort claimsand additions and accessions to, (I) general intangiblesany of the foregoing; together with all books, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data files relating thereto. Lender disclaims to any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the foregoing.

Security Interest. Borrower (i) On each Purchase Date, each Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to Lenderthe foregoing, subject each Seller hereby pledges to Bank Buyer as security for the performance by Sellers of America’s their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Contributed Asset, the Collection Account, the Certificate Distribution Accounts, and all “Collateral” rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any 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 Purchased Mortgage Loan, Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Bankruptcy Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower hereby grants to Lender(a) Each of the following items or types of property, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located, related is hereinafter referred to as (the "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationMortgage Assets, all interestServicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all 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 Mortgage Asset, all servicing fees to which such the applicable Seller is entitled and expenses (servicing and other rights relating to the Mortgage Assets, all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, Servicer Accounts established pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any Servicing Agreement and all amounts owing on deposit therein, from time to Borrower now time, all Purchase Agreements or in other agreements or contracts relating to, constituting, or otherwise governing, any or all of the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; foregoing to the extent they relate to the Purchased Assets including the right to receive principal and (ii) interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all other tangible monies and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may property from time to time be on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments" and "investment property" as defined in the Uniform Commercial Code. The security interest Borrower (UCC relating to or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof constituting any and all records of the foregoing, and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestand all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.

Security Interest. Borrower Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. 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 to Lender, subject to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingacquired: the Purchased Assets, the related Records, all mortgage guaranties and insurance relating to the Loan described in this Agreementsuch Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, whether any purchase agreements or not contemplated by the parties at the time other agreements or contracts relating to or constituting any or all of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationforegoing, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral ” as such terms may from time to time be defined in the Uniform Commercial Code. The Code relating to or constituting any or all of the foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security interest Borrower (account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements other support for the Collateralrelated Loans, all products, proceeds and collections thereof any and all records and data relating thereto. Lender disclaims replacements, substitutions, distributions on or proceeds with respect to any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the foregoing (collectively the “Collateral”).

Security Interest. Borrower Section 8 of the Existing Repurchase Agreement is hereby grants amended by deleting the first paragraph thereto in its entirety and replacing it with the following language: “Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to Lendertreat Transactions as Indebtedness for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank be loans, each Seller hereby pledges to Buyer as security for the performance by the Sellers of America’s priority lientheir Obligations and hereby grants, the secured party hereunder, assigns and pledges to Buyer a continuing security interest in the Purchased Mortgage Loans, the Records, all servicing rights related solely to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all “Collateral” USActive 7659101.2 collateral under any other secured debt facility between a Seller or their Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentcreated, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money includingwherever located (collectively, without limitation, all interest, other fees and expenses (all hereinafter called the “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.”

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of the Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower hereby grants (1) On the applicable Purchase Date on or prior to Lenderthe date hereof, subject to Bank of America’s priority lienSellers sold, the secured party hereunderassigned, a continuing security and conveyed all right, title and interest in and to any REO Subsidiary Interests and all “Collateral” as described below to secure payment and performance of all debtsPurchased Assets identified on a Transaction Request and/or Trust Receipt, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. On each subsequent Purchase Date, Sellers hereby sell, assign and convey all interestright, title and interest in all Purchased Assets identified on a Transaction Request and/or Trust Receipt and the related Repurchase Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, and the related Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of the Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Purchased Assets, including, without limitation, the beneficial interest in Purchased Mortgage Loans and Contributed Assets identified on the related Asset Schedule, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans and Contributed Assets, the Records (including, without limitation, any other fees collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and expenses other books and records relating thereto), and all related Servicing Rights, Property Management Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans or Contributed Assets), all hereinafter called “Obligations”). The Collateral includes SFR Property Documents relating to the following property that Borrower (or GuarantorRental Property, if applicableall Lease Agreements relating to the Rental Property, pursuant to Section 12) now owns or shall acquire or create immediately upon any related Take-out Commitments, the acquisition or creation thereof: (i) any Collection Account, the REO Subsidiary Account, the Deposit Account, the Securities Account and all amounts owing deposited therein, the obligations of each Seller to Borrower now deliver and convey each Contributed Asset to REO Subsidiary, any Property relating to the Purchased Mortgage Loans or in Contributed Assets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loans or Contributed Assets, or the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Assets protected thereby, accounts (aincluding any interest of each Seller in escrow accounts) cash related to the Purchased Assets, all of each Seller’s right, title and cash equivalentsinterest in, to and under the Underlying Repurchase Transactions and all of each Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), dividends, general intangibles and other assets relating to the Purchased Mortgage Loans or Contributed Assets, (bincluding, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans or Contributed Assets, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Seller Repurchase Assets”).

Security Interest. Borrower hereby grants to Lender(a) Each of the following items or types of property, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located, related is hereinafter collectively referred to as the Purchased Items (the “Purchased Items”): (A) all Purchased Assets; (B) all Income and Cash Collateral, if any; (C) all Mortgage Loan described in this AgreementDocuments; (D) all Mortgage Asset Files, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interestpromissory notes, notes, certificates, instruments, negotiable documents, Security Agreements, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims, payments and proceeds thereunder; (H) all servicing fees to which the Seller is entitled and expenses servicing and other rights relating to the Purchased Items; (I) all hereinafter called “Obligations”). The Collateral includes Servicing Agreements, Servicing Records and Servicing Files with respect to the following property that Borrower Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (or Guarantor, if applicable, J) all Servicer Accounts established pursuant to Section 12) now owns any Servicing Agreement, Pooling and Servicing Agreement or shall acquire or create immediately upon otherwise with respect to the acquisition or creation thereof: (i) any Purchased Items and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) on deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may therein from time to time be related to the Purchased Items; (K) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account; (O) the Securities Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Securities Account; (P) any collection account, escrow account, reserve account, collateral account or lock-box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (Q) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (R) any Interest Rate Protection Agreements relating to the Purchased Assets, including all payments due to the Seller, the Guarantor or any Affiliates of the foregoing thereunder; (S) all purchase or take-out commitments relating to or constituting any of the foregoing; (T) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and the Seller on the other hand; (U) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “securities accounts”, “instruments”, “securities”, “financial assets”, “uncertified securities”, “securities entitlements” and “investment property” as defined in the Uniform Commercial Code. The security interest Borrower (Code as in effect from time to time relating to or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof constituting any and all records of the foregoing; and data relating thereto. Lender disclaims (V) any security interest and all replacements, substitutions, conversions, distributions on or proceeds of, from or on any and all of the foregoing; provided, however, none of the foregoing Purchased Items shall include any obligations; provided, further, however, notwithstanding the foregoing, (i) no account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in household goods the definition of Prohibited Person or (ii) any lease in which Lxxxxx the lessee is forbidden by law from taking a security interestPerson described in the definition of Prohibited Person, shall be collateral under the Repurchase Documents.

Security Interest. Borrower Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. 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 to Lender, subject to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingacquired: the Purchased Assets, the related Records, all mortgage guaranties and insurance relating to the Loan described in this Agreementsuch Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, whether any purchase agreements or not contemplated by the parties at the time other agreements or contracts relating to or constituting any or all of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationforegoing, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities "accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral " as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (Code relating to or Guarantor, if applicable, pursuant to Section 12) grants includes constituting any or all accessions, attachments, accessories, parts, supplies and replacements for of the Collateralforegoing, all productsother insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, proceeds and collections thereof any security account and all records rights to Income and data relating thereto. Lender disclaims the rights to enforce such payments arising from any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the Purchased Assets, and any and all replacements, substitutions, distributions on or proceeds with respect to any of the foregoing (collectively the "Collateral").

Security Interest. Borrower (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to Lenderthe Agent for the benefit of Buyers as security for the performance by the Sellers of the Obligations, subject and hereby presently grants, assigns and pledges to Bank the Agent for the benefit of America’s priority lien, the secured party hereunderBuyers, a continuing fully perfected first priority security interest in the Purchased Assets, the related records and all servicing rights related to the Purchased Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due Purchased Asset or to become dueits related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Assets (including any other accounts) or any interest in the Purchased Assets, (ii) to the servicing of the Purchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral for any of the Purchased Assets and (v) to distributions in respect of the Purchased Assets; and any other proceeds, property, rights, title or interests with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to Lenderthe Buyer as security for the performance by the Sellers of the Obligations and hereby grants, subject assigns and pledges to Bank of America’s the Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the following: the Purchased Mortgage Loans, REO Subsidiary Interests, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Asset or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (awhich interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein), accounts (including any interest of the Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) inventoryor any interest in the Purchased Assets, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). In the event any Purchased Asset becomes an REO Property, (j) deposit accountsthe Sellers shall promptly repurchase such Purchased Asset, (k) commercial tort claimsand simultaneously convey a Buyer Deed, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as to the Buyer in accordance with the provisions below if such terms may from time REO Property will be subject to time be defined in the Uniform Commercial Codea Transaction under this Agreement. The Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Buyer’s security interest Borrower (created hereby. Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower On the initial Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets and the beneficial interest in the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Assets or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, the Servicer Account, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) cash or any interest in the Purchased Assets, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Primary Repurchase Assets”).

Security Interest. Borrower Section 8 of the Existing Repurchase Agreement is hereby grants amended by deleting it in its entirety and replacing it with the following: “Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject each Seller hereby pledges to Bank Buyer as security for the performance by the Sellers of America’s their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Payment Account, the Margin Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility (including, without limitation, any facility documented as described below a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes , provided that no Default, Event of Default or Margin Deficit exists, the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or Buyer shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any release its security interest in household goods the Purchased Mortgage Loans upon payment in which Lxxxxx is forbidden full to the Buyer of the Repurchase Price with respect thereto. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets without each Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by law from taking a the Seller of the Repurchase Price for all Purchased Mortgage Loans and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interestinterest in any remaining Repurchase Assets.”

Security Interest. Borrower On each Purchase Date and Additional Advance Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Purchased Mortgage Loan Schedule and the Related Purchased Mortgage Loans related thereto. Although the parties intend that all Transactions hereunder (relating to Lenderthe Purchased Mortgage Loans) be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby grants, assigns and pledges to Buyer, as security for the performance by Seller of America’s priority lien, the secured party hereunderits Obligations, a continuing fully perfected first priority security interest in (i) the Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any takeout commitments relating to any Purchased Mortgage Loans; (vi) any Servicing Rights relating to any Purchased Mortgage Loan; (vii) all insurance policies and all “Collateral” as described below insurance proceeds relating to secure any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (viii) any Income relating to any Purchased Mortgage Loan; (ix) the Collection Account; (x) any other contract rights, accounts (including health-care-insurance receivables); (xi) any interest of Seller in escrow accounts and any other payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans and performance general intangibles to the extent that the foregoing relate to any Purchased Mortgage Loan; (xii) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts), (xiii) any interest in the Purchased Mortgage Loans; (xiv) accounts related to the Purchased Mortgage Loans; (xv) chattel paper constituting or related to the Purchased Mortgage Loans (including electronic chattel paper); goods constituting or related to the Purchased Mortgage Loans (including inventory and equipment and any accessions thereto); (xvi) instruments (including promissory notes) constituting or related to the Purchased Mortgage Loans; (xvii) documents constituting or related to the Purchased Mortgage Loans; (xviii) investment property constituting or related to the Purchased Mortgage Loans; (xix) letters of all debtscredit, liabilities and obligations letter-of-credit rights, if any (whether or not the letter of Borrower to Lender hereunder and also any credit is evidenced by a writing); (xx) securities and all other debtsinvestment property; money, liabilities deposit accounts, and obligations any other contract rights or rights to the payment of Borrower money; (xxi) general intangibles constituting or related to Lender of every kind the Purchased Mortgage Loans (including payment intangibles and descriptionsoftware) together with all accessions and additions thereto and substitutions and replacements therefor; and (xxii) all products and proceeds related to the Purchased Mortgage Loans, direct in all instances, whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located (collectively, the “Related Purchased Mortgage Loans”). Seller acknowledges that it has sold the Purchased Mortgage Loans to Buyer on a servicing released basis and it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the transaction is recharacterized, and/or if Seller is otherwise deemed to have retained any Servicing Rights, Seller grants, assigns and pledges to Buyer a security interest in all Servicing Rights related to the Purchased Mortgage Loans and all proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is 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)(v) and 741(7)(xi) of the Bankruptcy Code. Buyer’s security interest in any individual Purchased Mortgage Loan described and any Related Purchased Mortgage Loans related to such Purchased Mortgage Loan shall terminate on the related Repurchase Date for such Purchased Mortgage Loan upon Buyer’s confirmation of receipt of payment by Seller in full of the related Repurchase Price of such Purchased Mortgage Loan, which termination shall occur automatically and without further notice or consent. Following termination of the security interest as specified in this AgreementSection 8, whether on written request of Seller, Buyer shall deliver to Seller such UCC termination statements (or not contemplated by authorize Seller to file the parties at same) and other release documents as may be required in order to terminate a security interest or give notice thereof under the time UCC, and return the Related Purchased Mortgage Loans to Seller, as applicable, and reconvey the Purchased Mortgage Loans to Seller and release its security interest in the Purchased Mortgage Loans and related collateral. For purposes of the granting grant of the security interest pursuant to this Section 8, this Agreement shall be deemed to constitute a security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses under the New York Uniform Commercial Code (all hereinafter called the “ObligationsUCC”). The Collateral includes Buyer shall have all of the following property that Borrower (or Guarantorrights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash Buyer, at Seller’s sole cost and cash equivalentsexpense, as applicable, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon the filing thereof, and (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may Seller shall from time to time take such further actions as may be defined in requested by Buyer to maintain and continue the Uniform Commercial Codeperfection and first priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). In connection with the security interests granted pursuant to this Agreement, Seller authorizes the filing of UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cause any Purchased Mortgage Loan that is not evidenced by an instrument or chattel paper to be so evidenced. If a Purchased Mortgage Loan becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Related Purchased Mortgage Loans and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched for pursuant to this Agreement. The security interest Borrower (or Guarantor, if applicable, pursuant foregoing provisions of this Section 8(a) are intended to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking constitute a security interestagreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank Buyer a fully perfected first priority security interest in all of Americathe Seller’s priority lienright, the secured party hereunder, a continuing security title and interest in and to any the Purchased Assets, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated servicing rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the Program Agreements (to the Loan described in this Agreementextent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), whether or not contemplated by any Property relating to the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Assets, all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Asset or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and Income, the Securities Account, the Interest Rate Protection Agreements, the Loan Security Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) cash or any interest in the Purchased Assets, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). Seller agrees to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (k) commercial tort claimsthe Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms the Buyer may from time to time be defined in the Uniform Commercial Codereasonably deem appropriate. The security interest Borrower (Seller shall pay the reasonable filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in and the Purchased Mortgage Loans, any Agency Security or right to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related receive such Agency Security when issued to the Loan described in this Agreement, whether or not contemplated extent backed by the parties at the time any of the granting of this security interestPurchased Mortgage Loans, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money the Records (including, without limitation, copies of all interestdocumentation in connection with the underwriting and origination of any Purchased Mortgage Loan that evidences compliance with the Ability to Repay Rule and the QM Rule), other fees all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and expenses (Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all hereinafter called “Obligations”). The Collateral includes insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account and all amounts held therein, the Over/Under Account and all amounts held therein, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts), all of Seller’s right (but not its obligations), title and interest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights (but not its obligations) cash against and cash equivalentsin respect of the Underlying Repurchase Counterparty related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges) inventoryrelated to the Purchased Mortgage Loans, all collateral, however defined, securing any other agreement between Seller or Guarantor on the one hand and Buyer on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (cincluding, without limitation, any other accounts) equipmentor any interest in the Purchased Mortgage Loans, and any proceeds (dincluding the related securitization proceeds) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. To secure payment and performance of the Liabilities (including without limitation Borrower's liabilities, obligations and indebtedness under the Guaranty), Borrower hereby grants to Lender, subject to Bank Lender a right of America’s priority lien, the secured party hereunder, setoff against and a continuing security interest in and to all of the following property, and interests in the following property, of Borrower, whether now owned or hereafter acquired by Borrower and wheresoever located: (i) Accounts, contract rights, General Intangibles, tax refunds, chattel paper, instruments, notes, letters of credit, documents, and documents of title; (ii) Inventory; (iii) Equipment and fixtures; (iv) Borrower's deposit accounts (general or special) with and credits and other claims against Lender, or any other financial institution with which Borrower maintains deposits; (v) Borrower's monies, and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities property and obligations interests in property of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or hereafter coming into the actual possession, custody or control of Lender or any agent or affiliate of Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (vi) insurance proceeds of or relating to any of the future from foregoing; (vii) insurance proceeds relating to any merchant processor(skey man life insurance policy covering the life of any director, officer, employee or former director, officer or employee of Borrower; (viii) processing charges made by customers insurance proceeds relating to business interruption insurance; (ix) books and records relating to any of Borrower via credit card or debit card transactionsthe foregoing; and (iix) all accessions and additions to, substitutions for, and replacements, products and proceeds, of any of the foregoing. Borrower acknowledges and agrees that the security interests granted in the Hauppauge LSA and the AFL LSA and restated in this Agreement secure the Revolving Loan, the Term Loan, the Additional Loan and the other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment propertyLiabilities, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter without limitation all of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral the "Liabilities" as such terms may from time to time be term was defined in the Uniform Commercial Code. The security interest Borrower (Hauppauge LSA or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestAFL LSA.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s priority lien, the secured party hereunder, Buyer a continuing security interest in the Purchased Mortgage Loans, the Records, the Repurchase Documents (to the extent such Repurchase Documents and the Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance USActive 5512618.10 -26- charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between a Seller or their Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentcreated, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money includingwherever located (collectively, without limitation, all interest, other fees and expenses (all hereinafter called the “ObligationsRepurchase Assets”). The Collateral includes Notwithstanding the following property that Borrower (or Guarantorforegoing, if applicableRepurchase Assets shall not include any Servicing Rights, pursuant none of which shall be subject to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interesthereunder. Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the applicable Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns, and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets to LenderAdministrative Agent for the benefit of Administrative Agent on behalf of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank be loans and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of America’s its Obligations and hereby grants, assigns, and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title, and interests in the Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Asset or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, Income, the Deposit Account, Interest Rate Protection Agreements with an Affiliated Hedge Counterparty, accounts (including any interest of Seller in escrow accounts and reserve accounts) relating to the Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other interest in the Purchased Assets and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt with respect to the Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). Seller agrees to execute and/or deliver such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, (j) deposit accountsSeller hereby authorizes Administrative Agent on behalf of Buyers to file such financing statement or statements relating to the Repurchase Assets, (k) commercial tort claimsas the Administrative Agent, (I) general intangiblesat its option, including payment intangibles and software and (m) as-extracted may deem appropriate, describing the collateral as “all assets of the Debtor” or words to that effect, and any limitations on such terms collateral description, notwithstanding that such collateral description may from time be broader in scope than the Repurchase Assets described in this Agreement. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to time be defined this Agreement. The Seller acknowledges that it does not have rights to service the Purchased Assets but only has rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the Uniform Commercial Code. The security interest Borrower (event that Seller or GuarantorGuarantor is deemed to retain any residual Servicing Rights, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateralavoidance of doubt, all productsSeller grants, proceeds assigns, and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Administrative Agent a security interest in household goods the Servicing Rights, as indicated in which Lxxxxx the paragraph above. The foregoing provision is forbidden by law from taking intended to constitute a security interestagreement 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.

Security Interest. Borrower On each Purchase Date thereof set forth in the related Confirmation, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets to LenderAdministrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank be loans, Seller hereby pledges to Administrative Agent as security for the performance by Seller of America’s priority lienits Obligations and hereby grants, the secured party hereunder, assigns and pledges to Administrative Agent a continuing security interest in Seller’s rights, title and interests in the Purchased Assets, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Asset or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, Income, Interest Rate Protection Agreements (including, without limitation, any rights Seller may have, if any, under a CS Pledged Hedge, if any), accounts (including any interest of Seller in escrow accounts and reserve accounts) relating to the Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Assets (including, (bwithout limitation, any other accounts) inventory, (c) equipment, (d) investment or any other interest in the Purchased Assets and any proceeds and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt with respect to the Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral the “Repurchase Assets”). Seller further hereby pledges to Administrative Agent as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateralperformance by Seller of its Obligations and hereby grants, all products, proceeds assigns and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Administrative Agent a security interest in household goods Seller’s rights, title and interests in which Lxxxxx the Deposit Account. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as Administrative Agent, at its option, may deem appropriate, describing the collateral as “all assets of the Debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such collateral description may be broader in scope than the Repurchase Assets described in this Agreement. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Seller acknowledges that the rights to service the Purchased Assets have been conveyed to Administrative Agent, and, in connection with the Transactions, Administrative Agent has granted to Seller a revocable license to service the Purchased Assets as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that Seller or Guarantor is forbidden by law from taking deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each of Seller and Guarantor grants, assigns and pledges to Administrative Agent security interest in the Servicing Rights, as indicated in the paragraph above. The foregoing provision is intended to constitute a security interestagreement 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.

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of Americaits Obligations and hereby grants, assigns and pledges to Buyer a perfected security interest in all of Seller’s priority lienright, the secured party hereunder, a continuing security title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated Servicing Rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the Program Agreements (to the Loan described in this Agreementextent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), whether or not contemplated by any related Take-out Commitments, any Property relating to the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Mortgage Loans, all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Agreement Repurchase Assets”).

Security Interest. Borrower Client hereby grants agrees to Lender, subject to Bank of America’s priority lien, the secured party hereunder, grant A/R Funding a continuing security interest in all of Client's accounts receivable, contract rights, and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, such general intangibles which are directly related to said accounts (whether in the Loan described form of bills of lading, invoices, purchase orders, or any other documents), including those presently in this Agreementexistence and those acquired hereafter, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations all chattel paper and instruments evidencing any obligation to pay money including, without limitation, the Client for payment of goods sold or services rendered. This security interest shall be a continuing interest and the collateral securing the payment to Client of all interest, other fees accounts transferred to A/R Funding shall be covered by said security interest agreement. In the event payment is not made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now A/R Funding, or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in event the Client defaults under the Uniform Commercial CodeCode or any other provisions of this agreement, A/R Funding shall have all of the rights of the Client under the Uniform Commercial Code and shall have the right to take all actions necessary, including legal actions against Client's customers or others, in order to collect accounts assigned to A/R Funding by Client. The In the event of any default on the part of the Client on any of the provisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to pay attorneys fees and legal costs that may be incurred as a result thereof. In addition to accounts receivable and all of the proceeds thereof, Client also assigns to A/R Funding all right, title, interest and grant(s) to A/R Funding as security interest Borrower (or Guarantorin, if applicablea general lien upon and/or right of set-off in the following collateral to secure all of Client's present and future obligations and indebtedness to A/R Funding: All returned, pursuant to Section 12) grants includes all accessionsrepossessed and reclaimed goods, attachments, accessories, parts, supplies and replacements for the Collateralbooks and records relating thereto, all productsletters of credit, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestdeposits, money savings, hold amounts, reserves, retainage, credits, non factored receivables or like accounts maintained at or property delivered to A/R Funding.

Security Interest. Borrower hereby grants (a) Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSellers hereby pledge to the Buyer as security for the performance by the Sellers of their Obligations and hereby grant, assign and pledge to the Buyer a continuing fully perfected first priority security interest in and to any the Seller’s right, title and interest in the Purchased Assets, the Records, and all “Collateral” as described below servicing rights related to secure payment the Purchased Assets, the Repurchase Documents (to the extent such Repurchase Documents and performance of the Sellers’ right thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loans, all debts, liabilities and obligations of Borrower to Lender hereunder and also any Settlement Accounts and all amounts therein, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Asset, and any other debtscontract rights, liabilities accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and obligations general intangibles to the extent that the forgoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documents as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of Borrower the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Asset Schedule and Exception Report with respect to Lender any of every kind and descriptionthe foregoing, direct in all instances, whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement“Repurchase Assets”) provided, whether that no Default, Event of Default or not contemplated by Margin Deficit exists, the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or Buyer shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any release its security interest in household goods the Purchased Assets upon payment in which Lxxxxx is forbidden full to the Buyer of the Repurchase Price with respect thereto. Nothing contained in this Repurchase Agreement shall obligate the Buyer to segregate any Purchased Assets delivered to the Buyer by law from taking the related Seller. In the event that any Purchased Mortgage Loan becomes an REO Property, such Seller shall promptly repurchase such Purchased Mortgage Loan, and simultaneously convey a Buyer Deed, to Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Repurchase Agreement. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Repurchase Price for all Purchased Assets and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interestinterest in any remaining Repurchase Assets.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to Lendertreat Transactions as Indebtedness for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing security interest in all of the Seller’s right, title and interest in, to and under the Purchased Mortgage Loans, the Records, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Cash Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentcreated, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money includingwherever located (collectively, without limitation, all interest, other fees and expenses (all hereinafter called the “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower (i) On each Purchase Date, each Seller hereby grants sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, each Seller hereby pledges to Bank Buyer as security for the performance by Sellers of America’s their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Income, Ancillary Income and Advance Reimbursements related to the Purchased Assets, Mortgage Files related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Sellers’ rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any 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 Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all “Collateral” of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Custodian Asset Transmission with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsPrimary Repurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower hereby grants to Lender, subject to Bank of America’s priority lienOn each Purchase Date, the secured party hereunderapplicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of Sellers’ Obligations and hereby grants, assigns and pledges to Administrative Agent a continuing fully perfected first priority security interest in Sellers’ right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated Servicing Rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the Program Agreements (to the Loan described in this Agreementextent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), whether or not contemplated by any related Take-Out Commitments, any Property of any Seller (to the parties at extent such Property relates to the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Mortgage Loans), all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) cash or any interest in the Purchased Mortgage Loans, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and uncertificated securitiesCertification, securities accountsin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security entitlementsinterest created hereby. Furthermore, commodity contracts each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and commodity accountsbe continuing, upon a Seller’s payment of the Repurchase Price to Administrative Agent, any security interest of Administrative Agent in the related Mortgage Loan and in any proceeds thereof shall be released by Administrative Agent on behalf of Buyers. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interest in the related Mortgage Loan. Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Administrative Agent and Quicken Loans hereby agree that in order to further secure Quicken Loans’ Obligations hereunder, Quicken Loans hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Quicken Loans’ rights (ebut not its obligations) instrumentsunder the Servicing Facility Documents, including promissory notes chattel paperwithout limitation any rights to assets and rights to receive payments thereunder, but not including tangible chattel paper rights (including rights to receive payments) in and electronic chattel paperunder the collateral thereunder, documentswhether now owned or hereafter acquired, now existing or hereafter created (hcollectively, the “Servicing Facility Rights”). Quicken Loans shall deliver an irrevocable instruction to the buyers or administrative agent under the Servicing Facility Documents that upon receipt of notice of an Event of Default under this Agreement, the buyers or administrative agent thereunder is authorized and instructed to remit to Administrative Agent hereunder directly any amounts otherwise payable to Quicken Loans under the Servicing Facility Documents. In furtherance of the foregoing, such notice shall also require, upon repayment of the entire Obligations (as defined in the Servicing Facility Documents) letter under the Servicing Facility Agreement and the termination of credit rightsall obligations of the buyers thereunder or other termination of the Servicing Facility Documents following repayment of all obligations thereunder, that, if an Event of Default shall then exist under this Agreement, or the Servicing Facility Documents, the buyers or administrative agent thereunder shall deliver to Administrative Agent hereunder any amounts otherwise payable to Quicken Loans under the Servicing Facility Documents. Notwithstanding any of the foregoing to the contrary, such grant of a security interest in Servicing Facility Rights shall terminate (i) accounts, including health-care insurance receivables, when CSFBMC or its Affiliates do not constitute all of the “Buyers” (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial CodeServicing Facility Agreement) or all of the Buyers under this Agreement, or (ii) when the outstanding aggregate “Repurchase Price” under such Servicing Facility Agreement has been paid in full and the Servicing Facility Agreement has been terminated. The security interest Borrower (or GuarantorWith respect to the Servicing Facility Rights, if applicable, pursuant Section 4.05 of the Servicing Facility Agreement is deemed to Section 12) grants includes all accessions, attachments, accessories, parts, supplies apply and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden incorporated by law from taking a security interestreference herein.

Security Interest. Borrower On each Purchase Date, in exchange for receipt of the Purchase Price, Seller hereby grants sells, assigns and conveys to LenderBuyer all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset Schedule and the related Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title and interests in the Purchased Assets, the Records, all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Asset or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance and hazard insurance, Income, the Securities Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts and reserve accounts) relating to the Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other interest in the Purchased Assets, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and Confirmation and/or Trust Receipt with respect to the Purchased Assets, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). At the request of Buyer, (j) deposit accountsSeller agrees to execute, (k) commercial tort claimsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (I) general intangiblesthe Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, including payment intangibles as the Buyer, at its option, may reasonably deem appropriate and software in accordance with the terms of this Agreement. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. The Seller acknowledges that it does not have rights to service the Purchased Assets other than its rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantorevent that Seller is deemed to retain any residual Servicing Rights, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateralavoidance of doubt, all productsSeller grants, proceeds assigns and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Buyer a security interest in household goods the Servicing Rights, as indicated in which Lxxxxx the paragraph above. The foregoing provision is forbidden by law from taking intended to constitute a security interestagreement 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.

Security Interest. Borrower (i) On each Purchase Date, each Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to Lenderthe foregoing, subject each Seller hereby pledges to Bank Buyer as security for the performance by Sellers of America’s their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests, the Records, and all Servicing Rights related to the Purchased Mortgage Loans and Underlying REO Property, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Underlying REO Property), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Underlying REO Property, the Collection Account, the Certificate Distribution Accounts, and all “Collateral” rights against and in respect of PMC related to the Underlying Repurchase Transactions, and any other contract rights, accounts (including any interest of any 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 Purchased Mortgage Loan, Underlying REO Property or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Underlying REO Property (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Underlying REO Property, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Bankruptcy Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and all amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), all collateral, however defined, securing any other agreement between Seller, Guarantor or any of their Affiliates on the one hand and Buyer or any of its Affiliates on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower On the Purchase Date, Seller hereby grants sells, assigns and conveys to LenderBuyer all right, subject title and interest in the Purchased Assets to Bank the extent of America’s its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, the Disbursement Account, the Servicing Agreements, 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 Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the related Repurchase Date. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. The grants of security interest set forth in this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Bankruptcy Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued in any case to the extent backed by any of the Purchased Assets (but only to the extent of Buyer’s interest therein determined pursuant to the Joint Securities Agreement), the Records, and all Servicing Rights, related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), the Servicer Account, the Joint Securities Account (but only to the extent of Buyer’s interest therein determined pursuant to the Joint Securities Agreement), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts, USDA Loan Guaranty Agreements and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, the benefits from any Interest Rate Protection Agreements (but only to the extent allocable to any Purchased Asset), and any other contract rights, accounts (excluding 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 Purchased Asset and any other assets to the extent relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and all substitutions or replacements of any and all “Collateral” of the foregoing and any proceeds (including Buyer’s interest in the related securitization proceeds determined pursuant to the Joint Securities Agreement) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Custodial Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). Seller acknowledges that it has no rights to service the Purchased Asset. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the granting of this security interestBankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, regardless of how they arise at its option, may reasonably deem appropriate. Seller shall pay the filing costs for any financing statement or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower Section 8 of the Existing Master Repurchase Agreement is hereby grants to Lender, subject to Bank amended by deleting the first paragraph of America’s priority liensuch Section in its entirety and replacing it with the following: On each Purchase Date, the secured party hereunderapplicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of Sellers’ Obligations and hereby grants, assigns and pledges to Administrative Agent a continuing fully perfected first priority security interest in Sellers’ right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated Servicing Rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the LEGAL02/38744726v11 Program Agreements (to the Loan described in this Agreementextent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), whether or not contemplated by any related Take-Out Commitments, any Property of any Seller (to the parties at extent such Property relates to the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Mortgage Loans), all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) cash or any interest in the Purchased Mortgage Loans, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and uncertificated securitiesCertification, securities accountsin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security entitlementsinterest created hereby. Furthermore, commodity contracts each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and commodity accountsbe continuing, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter upon a Seller’s payment of credit rightsthe Repurchase Price to Administrative Agent, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest of Administrative Agent in household goods the related Mortgage Loan and in which Lxxxxx is forbidden any proceeds thereof shall be released by law from taking Administrative Agent on behalf of Buyers, and (ii) with respect to any eMortgage Loan, the Administrative Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Delegatee and Master Servicer Field or Subservicer Field, as applicable, status with respect thereto as may be directed by the applicable Seller or its designees. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interestinterest in the related Mortgage Loan.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to Lenderbe loans, subject and in any event Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, the Inbound Account; the Operating Account; any Hedge Agreements relating to any Purchased Asset; 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 Purchased Asset; and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other; accounts relating to any Purchased Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any accessions thereto) relating to any Purchased Asset; instruments (including promissory notes) relating to any Purchased Asset; documents relating to any Purchased Asset; investment property relating to any Purchased Asset; general intangibles (including payment intangibles and software) together with all accessions and additions thereto relating to any Purchased Asset; substitutions and replacements therefor relating to any Purchased Asset; and all “Collateral” as described below to secure payment products and performance of proceeds, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located relating to any Purchased Asset (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller acknowledges that it has sold the following property that Borrower (or Guarantor, if applicable, pursuant Purchased Assets to Section 12) now owns or shall acquire or create immediately upon Buyer on a servicing released basis and it has no rights to service the acquisition or creation thereof: (i) any Purchased Assets. Without limiting the generality of the foregoing and all amounts owing to Borrower now or in the future from event that Seller is deemed to retain any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; residual Servicing Rights, and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateralavoidance of doubt, all productsSeller grants, proceeds assigns and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Buyer a security interest in household goods the Servicing Rights and proceeds related thereto and in which Lxxxxx all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is forbidden by law from taking intended to constitute a security interestagreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this Agreement.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds, in each case, relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Request for Certification and/or Trust Receipt and Certification, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related the “Repurchase Assets”); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Buyer of the Repurchase Price with respect thereto. Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Sellers hereby authorize the Buyer to file financing statements relating to the Loan described in this AgreementRepurchase Assets, whether or not contemplated by as the parties Buyer, at the time of the granting of this security interestits option, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”)deem appropriate. The Collateral includes Sellers shall pay the following property that Borrower (filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower Each Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Sellers secured by the Purchased Assets. 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 each Seller’s performance of all of its Obligations, each Seller hereby grants to LenderBuyer a fully perfected first priority security interest in such Seller’s right, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security title and interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingacquired: the Purchased Assets, the related Records, all Hedge Instruments (which interest in Hedge Instruments shall be determined in accordance with the Intercreditor Agreement and shall be pro rata and subject to the Loan described in this Agreementrights of other parties holding a security interest thereunder), whether all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or not contemplated by the parties at the time otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any purchase agreements or other agreements or contracts relating to or constituting any or all of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationforegoing, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral ” as such terms may from time to time be defined in the Uniform Commercial Code. The Code relating to or constituting any or all of the foregoing, all other insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, any security interest Borrower (account and all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, the Servicing Rights, all guarantees or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements other support for the Collateralrelated Loans, all products, proceeds and collections thereof any and all records and data relating thereto. Lender disclaims replacements, substitutions, distributions on or proceeds with respect to any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the foregoing (collectively the “Collateral”).

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of the Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all servicing rights owned by Seller, if any, related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and any 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes Buyer to file such financing statement or statements relating to the following property Repurchase Assets as Buyer, at its option, may deem appropriate, which shall be in form and substance reasonably acceptable to Seller; provided that Borrower (or GuarantorSeller shall give comments, if applicableany, on the draft of such statement within three (3) Business Days of receiving such draft. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower On each Purchase Date and Additional Advance Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Purchased Mortgage Loan Schedule and the Related Purchased Mortgage Loans related thereto. Although the parties intend that all Transactions hereunder (relating to Lenderthe Purchased Mortgage Loans) be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby grants, assigns and pledges to Buyer, as security for the performance by Seller of America’s priority lien, the secured party hereunderits Obligations, a continuing fully perfected first priority security interest in (i) the Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any takeout commitments relating to any Purchased Mortgage Loans; (vi) any Servicing Rights relating to any Purchased Mortgage Loan; (vii) all insurance policies and all “Collateral” as described below insurance proceeds relating to secure any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (viii) any Income relating to any Purchased Mortgage Loan; (ix) the Collection Account; (x) any other contract rights, accounts (including health-care-insurance receivables); (xi) any interest of Seller in escrow accounts and any other payments, rights to payment (including payments of interest or finance charges) related to the Purchased Mortgage Loans and performance general intangibles to the extent that the foregoing relate to any Purchased Mortgage Loan; (xii) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts), (xiii) any interest in the Purchased Mortgage Loans; (xiv) accounts related to the Purchased Mortgage Loans; (xv) chattel paper constituting or related to the Purchased Mortgage Loans (including electronic chattel paper); goods constituting or related to the Purchased Mortgage Loans (including inventory and equipment and any accessions thereto); (xvi) instruments (including promissory notes) constituting or related to the Purchased Mortgage Loans; (xvii) documents constituting or related to the Purchased Mortgage Loans; (xviii) investment property constituting or related to the Purchased Mortgage Loans; (xix) letters of all debtscredit, liabilities and obligations letter-of-credit rights, if any (whether or not the letter of Borrower to Lender hereunder and also any credit is evidenced by a writing); (xx) securities and all other debtsinvestment property; money, liabilities deposit accounts, and obligations any other contract rights or rights to the payment of Borrower money; (xxi) general intangibles constituting or related to Lender of every kind the Purchased Mortgage Loans (including payment intangibles and descriptionsoftware) together with all accessions and additions thereto and substitutions and replacements therefor; (xxii) all Purchased Assets (as defined in the Bond Repurchase Agreement) or other collateral pledged under the Bond Repurchase Agreement; and (xxiii) all products and proceeds related to the Purchased Mortgage Loans and Purchased Assets, direct in all instances, whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located (collectively, the “Related Purchased Mortgage Loans”). 37 USActive 53515649.19 Seller acknowledges that it has sold the Purchased Mortgage Loans to Buyer on a servicing released basis and it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the transaction is recharacterized, and/or if Seller is otherwise deemed to have retained any Servicing Rights, Seller grants, assigns and pledges to Buyer a security interest in all Servicing Rights related to the Purchased Mortgage Loans and all proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is 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)(v) and 741(7)(xi) of the Bankruptcy Code. Buyer’s security interest in any individual Purchased Mortgage Loan described and any Related Purchased Mortgage Loans related to such Purchased Mortgage Loan shall terminate on the related Repurchase Date for such Purchased Mortgage Loan upon Buyer’s confirmation of receipt of payment by Seller in full of the related Repurchase Price of such Purchased Mortgage Loan, which termination shall occur automatically and without further notice or consent. Following termination of the security interest as specified in this AgreementSection 8, whether on written request of Seller, Buyer shall deliver to Seller such UCC termination statements (or not contemplated by authorize Seller to file the parties at same) and other release documents as may be required in order to terminate a security interest or give notice thereof under the time UCC, and return the Related Purchased Mortgage Loans to Seller, as applicable, and reconvey the Purchased Mortgage Loans to Seller and release its security interest in the Purchased Mortgage Loans and related collateral. For purposes of the granting grant of the security interest pursuant to this Section 8, this Agreement shall be deemed to constitute a security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses under the New York Uniform Commercial Code (all hereinafter called the “ObligationsUCC”). The Collateral includes Buyer shall have all of the following property that Borrower (or Guarantorrights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash Buyer, at Seller’s sole cost and cash equivalentsexpense, as applicable, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon the filing thereof, and (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may Seller shall from time to time take such further actions as may be defined in requested by Buyer to maintain and continue the Uniform Commercial Codeperfection and first priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder). In connection with the security interests granted pursuant to this Agreement, Xxxxxx authorizes the filing of UCC financing statements describing the Related Purchased Mortgage Loans. Seller shall not cause any Purchased Mortgage Loan that is not evidenced by an instrument or chattel paper to be so evidenced. If a Purchased Mortgage Loan becomes evidenced by an instrument or chattel paper, the same shall be immediately delivered to Custodian on behalf of Buyer, together with endorsements required by Buyer. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Related Purchased Mortgage Loans and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched for pursuant to this Agreement. The security interest Borrower (or Guarantor, if applicable, pursuant foregoing provisions of this Section 8(a) are intended to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking constitute a security interest.agreement or other arrangement or other credit enhancement related to the Agreement and

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to LenderAdministrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) cash or any interest in the Purchased Mortgage Loans, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Notice and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all Settlement Accounts and all “Collateral” as described below to secure payment and performance of all debtsamounts held therein, liabilities and obligations of Borrower to Lender hereunder and also any the Disbursement Account and all amounts held therein, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other debtscontract rights, liabilities accounts (including any interest of the Seller in escrow accounts) and obligations any other contract rights, accounts, payments, rights to payment (including payments of Borrower interest or finance charges) and general intangibles to Lender the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between Affiliates of every kind Seller on the one hand and descriptionthe Buyer and the Buyer’s Affiliates on the other, direct all collateral under any other secured debt facility between Seller on the one hand and the Buyer’s Affiliates on the other, all collateral under any other secured debt facility between the Seller and the Buyer in which the Buyer has or indirectobtains a perfected security interest through action other than the filing of the financing statement filed in connection with this Repurchase Agreement, absolute and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or contingentinterests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, primary in all instances, whether now owned or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). Notwithstanding the foregoing or any other provisions of this Repurchase Agreement, Repurchase Assets shall not include any portion of Seller’s web site (currently located at the URL xxxx://xxx.xxxxxxxxx.xxx), Seller’s non-prime or sub-prime automated underwriting system, or any of the computer programs, software or documentation related to the Loan described in this Agreementforegoing, whether now existing or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumenthereafter created, and includes obligations to perform acts Buyer acknowledges and refrain from taking action as well as obligations to pay money including, without limitation, all interest, agrees that it shall have no security or other fees and expenses (all hereinafter called “Obligations”)interest therein. The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants to Lendersells, subject to Bank of America’s priority lienassigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and, the secured party hereunderRepurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, Servicer Advances, the Records, and all related Servicing Rights, with respect to GNMA EBOs, all Servicer Advances payable by HUD and/or VA and all debenture interest payable by HUD on account of such Mortgage Loans, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges) inventorygeneral intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and ​ distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Asset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Ancillary Income and Advance Reimbursements related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, 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 Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all “Collateral” of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Custodian Asset Transmission with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). In the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the granting of this security interestBankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, regardless of how they arise at its option, may deem appropriate. Seller shall pay the filing costs for any financing statement or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to LenderAdministrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). Seller agrees to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (k) commercial tort claimsthe Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, (I) general intangiblesas the Buyer, including payment intangibles and software and (m) as-extracted collateral as such terms at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Seller shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to treat the Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of the Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, the Settlement Account, the Disbursement Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Sellers or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Collateral includes Sellers shall pay the following property that Borrower (filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower On each Purchase Date, each Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, each Seller hereby pledges to Bank Buyer as security for the performance by such Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, the Records, and all Servicing Rights, related to the Purchased Assets, the Facility Documents (to the extent such Facility Documents and such Seller’s rights thereunder relate to the Purchased Assets), the Servicer Account, the Collection Account, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, and any other contract rights, accounts (including any interest of such 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 Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between such Seller or its Subsidiaries on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all “Collateral” of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and related Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Each Seller acknowledges that it has no rights to service the following property that Borrower (or GuarantorPurchased Assets but only has rights as a party to the current Servicing Agreement, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon any. Without limiting the acquisition or creation thereof: (i) any generality of the foregoing and all amounts owing to Borrower now or in the future from event that a Seller is deemed to retain any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; residual Servicing Rights, and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateralavoidance of doubt, all productssuch Seller grants, proceeds assigns and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Buyer a security interest in household goods the Servicing Rights and proceeds related thereto and in which Lxxxxx all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is forbidden by law from taking intended to constitute a security interestagreement or other arrangement or other credit enhancement related to this Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem appropriate. Each Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

Security Interest. Borrower hereby grants to Lender, subject to Bank As security for payment of America’s priority lien, the secured party hereunder, a continuing security interest in Lease Payments and to Assumed Liabilities and any and all “Collateral” as described below to secure payment other amounts due under this Lease and performance of all debtsobligations under this Lease by Lessee, liabilities the Lessee grants Lessor a first priority security interest in the Home Health License, the Assets, including any Replacement Assets (the "Leased Assets"), and obligations of Borrower to Lender hereunder and also any and the Inventory. Lessee further grants a security interest in all other debtsassets of the Lessee (the "Other Assets"), liabilities whether now owned or hereafter acquired, including without limitation the following (all of the Leased Assets and obligations Other Assets being hereinafter called the "Collateral"), and Lessor acknowledges it shall not have first priority security interest in the portion of Borrower to Lender the Collateral constituting Other Assets: all personal and fixture property of every kind and descriptionnature including without limitation all goods (including inventory, direct equipment and any accessions thereto), instruments (including promissory notes), documents, accounts (including health-care-insurance receivables), chattel paper (whether tangible or indirectelectronic), absolute deposit accounts, letter-of-credit rights (whether or contingentnot the letter of credit is evidenced by a writing), primary securities and all other investment property, supporting obligations, any other contract rights or secondary, due or to become due, now existing or hereafter arising, related rights to the Loan described payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles). The Lessee hereby irrevocably authorizes the Lessor at any time and from time to time to file in any filing office in any Uniform Commercial Code jurisdiction any financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Lessee or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of the State, or such other jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether the Lessee is an organization, the type of organization and any organizational identification number issued to the Lessee and, (ii) in the case of a financing statement filed as a fixture filing a sufficient description of real property to which the Collateral relates. The Lessee agrees to furnish any such information to the Lessor promptly upon the Lessor's request. To further the attachment, perfection and priority of, and the ability of the Lessor to enforce, the Lessor's security interest in the Collateral, and without limitation on the Lessee's other obligations in this Agreement, whether the Lessee agrees, in each case at the Lessee's expense, to take such Collateral as required to ensure that the Lessor maintains a security interest in the Collateral. Lessee agrees that Lessor shall hold and possess a first priority security interest in the Home Health License, the Assets and the Inventory during the Term of the Lease (as hereinafter defined) and until all obligations under this Lease have been irrevocably paid in full. Lessee agrees and acknowledges that Lessor has acquired a secured interest in the cash collateral of the estate as governed by 11 USC ss. 363 pursuant to this Section 3 and will not use any cash of the estate or income generated by the Home Health License without the written consent of Lessor, if Lessee files a petition under Title 11 of the United States Code, hereinafter the "Bankruptcy Code". If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee unconditionally and irrevocably agrees that Lessor shall be entitled, and Lessee hereby unconditionally and irrevocably consents, to relief from any automatic stay so as to allow Lessor to exercise its rights and remedies under this Agreement with respect to the rights and property subject to the security interests, including taking possession of said Collateral. In such event, Lessee hereby agrees that it shall not, in any manner, oppose or otherwise delay any motion filed by Lessor for relief from the automatic stay. Lessor's enforcement of the right granted herein for relief from the automatic stay is subject to the approval of the bankruptcy court in which the case is then pending. Lessee represents to Lessor that it has considered and evaluated the prospects and feasibility of the reorganization of its business under Chapter 11 of the Bankruptcy Code, including the sale of the business, the sale of all or substantially all of its assets, the restructuring of its assets and liabilities, and a liquidation. Lessee represents to Lessor that, based on the foregoing consideration and evaluation, if Lessee is unable to comply with, or otherwise defaults under this Lease, Lessee will not then have any realistic prospect of an effective reorganization. If Lessee files a petition under the Bankruptcy Code or under any other similar federal or state law, Lessee hereby unconditionally and irrevocably agrees that it shall not, in any manner, oppose or challenge any assertion by Lessor that Lessee does not have any realistic prospect of an effective reorganization unless, and only to the extent that, there has been a material change or material changes in the circumstances of Lessee from the date hereof, which was or were not contemplated by or in this Lease. It shall be presumed that there has not been a material change in the parties at circumstances of Lessee unless each and every such change is specifically identified by Lessee and supported with adequate and competent evidence thereof. However, in the time of the granting of this security interestevent that Lessee does file a petition in bankruptcy, regardless of how they arise or by what agreement or instrument they Lessee agrees to execute all documents necessary and to take all such further actions as may be evidenced or whether evidenced by any agreement or instrument, required to transfer the Home Health License and includes obligations Assets to perform acts and refrain from taking action as well as obligations Lessor. Lessee further agrees to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) provide Lessor with any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers reasonable assurances of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment propertyits security that Lessor may request, including certificated the execution of documents acknowledging Lessor's security interests and uncertificated securitiesthe provision of Lessee's, securities accountsGuarantor's and Parent's financial statements, security entitlements, commodity contracts provided that any such request is made during the Term of this Lease (as hereinafter defined) unless all obligations under this Lease have not been irrevocably paid and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined satisfied in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods full in which Lxxxxx is forbidden by law from taking a security interestcase this obligation shall extend until such time as all obligations under this Lease have been irrevocably paid and satisfied in full.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by such Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Asset or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”). Sellers agree to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, (k) commercial tort claimseach Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, (I) general intangiblesas the Buyer, including payment intangibles and software and (m) as-extracted collateral as such terms at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Sellers shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to Lenderbe loans, subject and in any event Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Warehouse Accounts; the Operating Account; the benefits allocable from any Hedge Agreements relating to any Purchased Asset; 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 Purchased Asset; any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; and accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; together with all accessions and additions thereto, substitutions and replacements therefor, and all “Collateral” as described below to secure payment products and performance proceeds of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Takeout Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Certificates (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Request for Certification and/or Trust Receipt and Certification, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the related Purchased Assets. However, in order to Lenderpreserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, subject and as security for Seller’s performance of all of its Obligations, and in any event, Seller hereby grants, conveys and assigns, as applicable, to Bank of America’s priority lien, the secured party hereunderBuyer, a continuing first priority security interest in all of Seller’s rights, title and interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arising, related to the Loan described in this Agreement, whether created or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereofacquired: (i) any each Purchased Asset which is the subject of a Transaction hereunder and all amounts owing to Borrower now or each Pledged Asset which is pledged in connection with a Transaction hereunder, including without limitation the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; REO Subsidiary Interests and the Participation Interests, (ii) all other tangible beneficial interest of Seller in any Underlying Mortgage Loans and intangible personal propertyUnderlying REO Property identified on a Confirmation and in any Underlying REO Properties identified in a notice in accordance with Section 4(d)(ii), including, but not limited in each case delivered by Seller to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may Buyer from time to time be defined in time, (iii) any other collateral pledged or other assets relating to the Uniform Commercial Code. The security interest Borrower Purchased Assets, Pledged Assets, Underlying Mortgage Loans and Underlying REO Property, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating thereto, (iv) Servicing Advances and rights to reimbursement thereof, (v) the Servicing Records, any applicable servicing agreement and the related Servicing Rights related to the Purchased Assets, Underlying Mortgage Loans, Underlying REO Properties and Pledged Assets, (vi) all rights of Seller to receive from any third party or Guarantorto take delivery of any Servicing Records or other documents which constitute a part of the Asset File, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the CollateralServicing File, all productsrights of Seller to receive from any third party or to take delivery of any Records or other documents which constitute a part of the Asset File or Servicing File related to the Purchased Assets, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.Underlying Mortgage Loans, Underlying REO Properties or Pledged Assets, (vii) the

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderAdministrative Agent for the benefit of Buyers as security for the performance by the Seller of its Obligations and hereby grants, subject assigns and pledges to Bank Administrative Agent for the benefit of America’s Buyers a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Settlement Account, the Funding Account, the Operating Account, the Settlement Account, any Rate Management Transaction relating to any Purchased Mortgage Loan, 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all “Collateral” collateral and distributions and any other property, rights, title or interests as described below are specified on an Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Administrative Agent to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Administrative Agent, if applicableat its option, may reasonably deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower On the Purchase Date, Seller hereby grants sells, assigns and conveys to LenderBuyer all right, subject title and interest in the Purchased Assets to Bank the extent of America’s its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title and interest in the Purchased Assets, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Xxxxxx Xxx Securities related to Pooled Loans that are Purchased Assets, all Take-out Commitments with respect to Xxxxxx Mae Securities, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the Collection Account, the Servicer Accounts, the Securities Account, the Payment Account, the Servicing Agreements, 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 Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and the Mortgage Loans, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the related Repurchase Date. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, at its option, may deem reasonable and appropriate. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. The grants of security interest set forth in this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Bankruptcy Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower (i) On each Purchase Date, Seller hereby grants sells, assigns and conveys to LenderBuyer all rights and interests in the Purchased Assets, subject Participation Certificates, Agency Securities and under each Take-out Commitment, including without limitation its right and entitlement to Bank receive the entire Take-out Price specified in each Take-out Commitment from a Take-out Investor. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets, the Records, all Servicing Rights related to the Purchased Assets and Transaction Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s right thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, and rights to reimbursement thereof related to the Purchased Assets, all Agency Securities related to Pooled Loans that are Purchased Assets or right to receive such Agency Security when issued to the extent backed by any of the Transaction Mortgage Loans, all rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased 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, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, any and all “Collateral” replacements, substitutions, distributions on or proceeds of any or all of the foregoing, any Income relating to any Purchased Asset, the Securities Account, the Payment Account and any other contract rights, accounts (including any interest of Seller in escrow accounts), instruments, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are represented by a Participation Certificate with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, the “Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in this Agreement, whether or not contemplated by the parties at the time Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Bankruptcy Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower hereby grants ‌ Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other instruments, investment property, contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between Seller or Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on the one hand and the Buyer or the Buyer's Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of the Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, the Deposit Account, the Securities Account, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash related to the Purchased Mortgage Loans, all of Seller’s right, title and cash equivalentsinterest in, to and under the Underlying Repurchase Transactions and all of Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash related to the Purchased Mortgage Loans, and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower (i) On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Asset (including all Underlying Mortgage Loans) and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Asset (including all Underlying Mortgage Loans), the Underlying Mortgage Loans, the Loan Records, the Servicing Records, and all Servicing Rights related to the Purchased Asset and Underlying Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s right thereunder relate to the Purchased Asset and Underlying Mortgage Loans), any Property relating to the Purchased Asset, any Underlying Mortgage Loan or the related Mortgaged Property, any Take-out Commitments relating to any Underlying Mortgage Loan, all insurance policies and insurance proceeds relating to any Underlying Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to the Purchased Asset and any Underlying Mortgage Loan, the Collection Account, the Wet Funding Account, any Hedge Agreements relating to the Purchased Asset and any Underlying Mortgage Loan, 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 and proceeds to the extent that the foregoing relates to the Purchased Asset and any Underlying Mortgage Loan and any other assets relating to the Purchased Asset and any Underlying Mortgage Loan (including, without limitation, any other accounts) or any interest in the Purchased Asset and the Underlying Mortgage Loans, and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsSeller Repurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, the Due Diligence Holdback Account, Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, accounts, payments, rights to payment (bincluding payments of interest or finance charges) inventorygeneral intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe "Repurchase Assets"). Seller agrees to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, (k) commercial tort claimsthe Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, (I) general intangiblesas the Buyer, including payment intangibles and software and (m) as-extracted collateral as such terms at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Seller shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in all right, title and interest of the Seller in and to any the Purchased Assets, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated servicing rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the Program Agreements (to the Loan described in this Agreementextent such Program Agreements and Seller's right thereunder relate to the Purchased Assets), whether or not contemplated by any Property relating to the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Assets, all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Asset or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, the related Asset Purchase Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Buyer agrees to release such security interest with respect to any Repurchase Assets that are repurchased by Seller and shall execute and deliver such documents and perform such acts as may be reasonably necessary to effect such release. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute "general intangibles" (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (A) the Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, (bB) inventory, (c) equipment, (d) investment property, including certificated the terms of the Mezzanine Loan Subsidiary Interests do not and uncertificated securities, will not provide that they are securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software governed by the Uniform Commercial Code and (mC) as-extracted collateral as such terms may from time to time the Mezzanine Loan Subsidiary Interests are not and will not be defined in investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. The security If Seller shall, as a result of its interest Borrower (in the Mezzanine Loan Subsidiary Interests, become entitled to receive or Guarantorshall receive any certificate evidencing any limited liability company interest or other equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary , whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, Seller shall accept the same as the Buyer's agent, hold the same for and on behalf of the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by Seller to the Buyer, if applicablerequired, pursuant together with an undated transfer power, if required, covering such certificate duly executed in blank, to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements be held by the Buyer subject to the terms hereof as additional security for the CollateralObligations. Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property for and on behalf of the Buyer segregated from other funds of Seller, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Seller shall be permitted to receive all productscash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, proceeds however, that no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Agreement. Without the prior consent of the Buyer, Seller will not (i) vote to enable, or take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary , or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and collections thereof this Agreement) or undertaking restricting the right or ability of Seller to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Seller agrees to pay, and to save the Buyer harmless from, any and all records liabilities with respect to, or resulting from any delay in paying, any and data relating thereto. Lender disclaims all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the Mezzanine Loan Subsidiary Interests.

Security Interest. Borrower hereby grants to Lender(a) Each of the following items or types of property, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located, related is hereinafter collectively referred to as the Purchased Items (the “Purchased Items”): (A) all Purchased Assets; (B) all Income and Cash Collateral, if any; (C) all Mortgage Loan described in this AgreementDocuments; (D) all Mortgage Asset Files, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interestpromissory notes, certificates, instruments, Security Agreements, chattel mortgages and all other loan, security or other documents relating to such Purchased Items, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, licenses, contracts, computer programs, computer storage media, accounting records and other books and records relating thereto; (E) all collateral, security interests, rights and other interests under or with respect to each Purchased Item; (F) all Purchase Agreements and the collateral, security interests, rights and other interests thereunder; (G) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate, policy or other document evidencing such mortgage guaranties or insurance relating to any Purchased Items and all claims and payments thereunder; (H) all servicing fees to which the Seller is entitled and expenses servicing and other rights relating to the Purchased Items; (I) all hereinafter called “Obligations”). The Collateral includes Servicing Agreements, Servicing Records and Servicing Files with respect to the following property that Borrower Purchased Items and the rights and interests of the Seller thereunder or with respect thereto; (or Guarantor, if applicable, J) all Servicer Accounts established pursuant to Section 12) now owns any Servicing Agreement, Pooling and Servicing Agreement or shall acquire or create immediately upon otherwise with respect to the acquisition or creation thereof: (i) any Purchased Items and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) on deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may therein from time to time be related to the Purchased Items; (K) all Pooling and Servicing Agreements relating to the Purchased Items and all rights of the Seller thereunder or with respect thereto; (L) all other agreements, instruments or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Items, including the right to receive principal and interest payments and any related fees, breakage fees, late fees and penalties with respect to the Purchased Items and the right to enforce such payments; (M) insurance policies, certificates of insurance, insurance proceeds and the rights to enforce payment of insurance proceeds, in each case to the extent they relate to the Purchased Items; (N) the Collection Account and all monies, cash, deposits, securities or investment property from time to time on deposit in the Collection Account; (O) any collection account, escrow account, collateral account or lock–box account related to the Purchased Items to the extent of any Seller’s or the holder’s interest therein, including all moneys, cash, deposits, securities or investment property from time to time on deposit therein; (P) rights of the Seller under any letter of credit, guarantee or other credit support or enhancement related to the Purchased Items; (Q) any Interest Rate Protection Agreements relating to the Purchased Assets, including all payments due to the Seller, any of the Guarantors or any other Repurchase Party thereunder; ® all purchase or take–out commitments relating to or constituting any of the foregoing; (S) all collateral, however defined, under any of the agreements between a Borrower or an Affiliate on the one hand and the Seller or any of the Guarantors on the other hand relating to the Purchased Items; (T) all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “securities accounts”, “instruments”, “securities”, “financial assets” and “investment property” as defined in the Uniform Commercial Code. The security interest Borrower (Code as in effect from time to time relating to or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof constituting any and all records of the foregoing; and data relating thereto. Lender disclaims (U) any security interest in household goods in which Lxxxxx is forbidden by law and all replacements, substitutions, conversions, distributions on or proceeds of, from taking or on any and all of the foregoing; provided, however, none of the foregoing Purchased Items shall include any obligations; provided, further, however, notwithstanding the foregoing grant of a security interest, (i) no account, instrument, chattel paper or other obligation or Property of any kind due from, owed by, or belonging to, a Person described in the definition of Prohibited Person or (ii) any lease in which the lessee is a Person described in the definition of Prohibited Person, shall be collateral under the Repurchase Documents.

Security Interest. Borrower Seller and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. 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 to Lender, subject to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingacquired: the Purchased Assets, the related Records, all mortgage guaranties and insurance relating to the Loan described in this Agreementsuch Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, whether any purchase agreements or not contemplated by the parties at the time other agreements or contracts relating to or constituting any or all of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationforegoing, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral ” as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (Code relating to or Guarantor, if applicable, pursuant to Section 12) grants includes constituting any or all accessions, attachments, accessories, parts, supplies and replacements for of the Collateralforegoing, all productsother insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, proceeds and collections thereof any security account and all records rights to Income and data relating thereto. Lender disclaims the rights to enforce such payments arising from any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestof the Purchased Assets, and any and all replacements, substitutions, distributions on or proceeds with respect to any of the foregoing (collectively the “Collateral”).

Security Interest. Borrower hereby grants to Lender, subject to Bank of America’s priority lienOn each Purchase Date, the secured party hereunderapplicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. LEGAL02/41216309v6 Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance of Sellers’ Obligations and hereby grants, assigns and pledges to Administrative Agent a continuing fully perfected first priority security interest in Sellers’ right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all “Collateral” as described below to secure payment and performance of all debtsrelated Servicing Rights, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related the Program Agreements (to the Loan described in this Agreementextent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), whether or not contemplated by any related Take-Out Commitments, any Property of any Seller (to the parties at extent such Property relates to the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationPurchased Mortgage Loans), all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) cash or any interest in the Purchased Mortgage Loans, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and uncertificated securitiesCertification, securities accountsin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security entitlementsinterest created hereby. Furthermore, commodity contracts each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and commodity accountsbe continuing, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter upon a Seller’s payment of credit rightsthe Repurchase Price to Administrative Agent, (i) accountsany security interest of Administrative Agent in the related Mortgage Loan and in any proceeds thereof shall be released by Administrative Agent on behalf of Buyers, and (ii) with respect to any eMortgage Loan, the Administrative Agent shall initiate a Transfer of Location and a Transfer of Control of the eNotes and Delegatee and Master Servicer Field or Subservicer Field, as applicable, status with respect thereto as may be directed by the applicable Seller or its designees. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interest in the related Mortgage Loan. Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Administrative Agent and Rocket Mortgage hereby agree that in order to further secure Rocket Mortgage’s Obligations hereunder, Rocket Mortgage hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Rocket Mortgage’s rights (but not its obligations) under the Servicing Facility Documents, including health-care insurance receivableswithout limitation any rights to assets and rights to receive payments thereunder, but not LEGAL02/41216309v6 including rights (jincluding rights to receive payments) deposit accountsin and under the collateral thereunder, whether now owned or hereafter acquired, now existing or hereafter created (k) commercial tort claimscollectively, the “Servicing Facility Rights”). Rocket Mortgage shall deliver an irrevocable instruction to the buyers or administrative agent under the Servicing Facility Documents that upon receipt of notice of an Event of Default under this Agreement, the buyers or administrative agent thereunder is authorized and instructed to remit to Administrative Agent hereunder directly any amounts otherwise payable to Rocket Mortgage under the Servicing Facility Documents. In furtherance of the foregoing, such notice shall also require, upon repayment of the entire Obligations (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (Servicing Facility Documents) under the Servicing Facility Agreement and the termination of all obligations of the buyers thereunder or Guarantorother termination of the Servicing Facility Documents following repayment of all obligations thereunder, that, if applicablean Event of Default shall then exist under this Agreement, pursuant or the Servicing Facility Documents, the buyers or administrative agent thereunder shall deliver to Section 12) grants includes all accessionsAdministrative Agent hereunder any amounts otherwise payable to Rocket Mortgage under the Servicing Facility Documents. Notwithstanding any of the foregoing to the contrary, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any such grant of a security interest in household goods Servicing Facility Rights shall terminate (i) when CSFBMC or its Affiliates do not constitute all of the “Buyers” (as defined in which Lxxxxx the Servicing Facility Agreement) or all of the Buyers under this Agreement, or (ii) when the outstanding aggregate “Repurchase Price” under such Servicing Facility Agreement has been paid in full and the Servicing Facility Agreement has been terminated. With respect to the Servicing Facility Rights, Section 4.05 of the Servicing Facility Agreement is forbidden deemed to apply and is incorporated by law from taking a security interestreference herein.

Security Interest. As security for the prompt and complete payment and performance of all of the Liabilities when due or declared due, Borrower hereby grants grants, pledges, conveys and transfers to Lender, subject to Bank of America’s priority lien, the secured party hereunder, Lender a continuing security interest in and to any all of Borrower’s right, title and all “Collateral” as described below interest in and to secure payment the following property and performance of all debtsinterests in property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arisingowned, related to the Loan described in this Agreement, whether arising or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentacquired, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money wheresoever located (collectively, the “Collateral”): (a) all of Borrower’s accounts receivable, including, without limitation, all interest, other fees Accounts and expenses Health-Care-Insurance Receivables (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or each as defined in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalentsCode), (b) inventoryall of Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) equipmentall of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits; (d) investment propertyall of Borrower’s contracts, including certificated licenses, chattel paper, instruments, notes, letters of credit, contract rights, bills of lading, warehouse receipts, shipping documents, permits, tax refunds, documents and uncertificated securitiesdocuments of title, securities accountsand all of Borrower’s Tangible Chattel Paper, security entitlementsDocuments, commodity contracts Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and commodity accounts, Goods (each as defined in the Code); (e) instrumentsall of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, including promissory notes chattel paperand any and all other property and interests in property of Borrower, including tangible chattel paper including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and electronic chattel paperFinancial Assets (each as defined in the Code), documentsnow or hereafter coming into the actual possession, custody or control of Lender or any agent or Affiliate thereof in any way or for any purpose (h) letter whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise), and, independent of credit rightsand in addition to Lender’s rights of setoff (which Borrower acknowledges), (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms the balance of any account or any amount that may be owing from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. by Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.to

Security Interest. To secure the prompt payment to each Lender of the Liabilities, each Borrower hereby grants to LenderAgent, subject to Bank for the benefit of America’s priority lien, the secured party hereunderAgent and the Lenders, a continuing security interest in and to any all of such Borrower's Property including the following Property and all “Collateral” as described below to secure payment and performance interest in Property of all debtssuch Borrower, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due existing or to become duebe acquired or arising and wherever located: (i) all Accounts, now existing or hereafter arisingInventory, related to the Loan described Equipment, General Intangibles, tax refunds, chattel paper, instruments, letters of credit, investment property, including, without limitation, stocks, bonds, interests in this Agreementlimited liability companies, whether or not contemplated by the parties at the time partnership interests, securities, certificates of the granting of this security interestdeposit, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentmutual fund shares, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money securities entitlements, including, without limitation, all interestof each Borrower's rights to any securities account, any free credit balance or other fees money owing by any securities intermediary with respect to such account, all securities and expenses (commodities held by Agent or any of its Affiliates, all hereinafter called “Obligations”). The Collateral includes the following property that commodity contracts held by any Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing commodity accounts held by any Borrower, documents and documents of title evidencing or issued with respect to Borrower now or in any of the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactionsforegoing; and (ii) all of such Borrower's deposit accounts (general or special) with and credits and other tangible claims against Agent or any Lender; (iii) all of such Borrower's now owned or to be acquired monies, and intangible personal propertyany and all other property of such Borrower now or to be coming into the actual possession, includingcustody or control of Agent, but not limited any Lender or any agent or affiliate of any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (iv) all insurance proceeds of or relating to any of the foregoing; (av) cash all of such Borrower's books and cash equivalents, (b) inventory, (c) equipment, (d) investment propertyrecords, including certificated without limitation customer lists, credit files, computer programs, printouts and uncertificated securitiesother materials, securities accounts, security entitlements, commodity contracts and commodity accounts, relating to any of the foregoing; (evi) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software the Cash Collateral Account; and (mvii) as-extracted collateral as such terms may from time to time be defined in all accessions and additions to, substitutions for, and replacements, products and proceeds of any of the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestforegoing.

Security Interest. Borrower As security for the payment and performance of its obligations under the Guaranty, Debtor hereby assigns to LaSalle and grants to Lender, subject to Bank of America’s priority lien, the secured party hereunder, LaSalle a continuing security interest (subject only to Permitted Liens) in and to any and all “Collateral” as described below to secure payment and performance the following property of all debtsDebtor, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingowned, related to the Loan described in this Agreementexisting, acquired or arising and wherever now or hereafter located: (a) all Accounts (whether or not contemplated Eligible Accounts) and all Goods whose sale, lease or other disposition by the parties at the time of the granting of this security interestDebtor has given rise to Accounts and have been returned to or repossessed or stopped in transit by Debtor; (b) all Chattel Paper, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentInstruments, Investment Property, Documents and includes obligations to perform acts and refrain from taking action as well as obligations to pay money General Intangibles (including, without limitation, all interestpatents, patent applications, trademarks, trademark applications, tradenames, trade secrets, goodwill, copyrights, registrations, licenses, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contracts rights, security interests, security deposits and any rights to indemnification); (c) all Inventory; (d) all Goods (other fees than Inventory) including, without limitation, Equipment, vehicles and expenses fixtures; (e) all hereinafter called “Obligations”). The Collateral includes the following deposits and cash and any other property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower of Debtor now or hereafter in the future from possession, custody or control of LaSalle or any merchant processor(s) processing charges made by customers agent or any parent, affiliate or subsidiary of Borrower via credit card LaSalle or debit card transactionsany participant with LaSalle in the Loans for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and (iif) all other tangible additions and intangible personal accessions to, substitutions for, and replacements, products and proceeds of the foregoing property, including, but not limited to (a) cash and cash equivalentswithout limitation, (b) inventory, (c) equipment, (d) investment proceeds of all insurance policies insuring the foregoing property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all of Debtor's books and records relating to any of the foregoing and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestto Debtor's business.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby grants pledges to Lenderthe Administrative Agent, subject for the benefit of the Administrative Agent and the Buyers, as security for the performance by the Sellers of their Obligations and each Seller hereby grants, assigns and pledges to Bank the Administrative Agent, for the benefit of America’s priority lien, the secured party hereunderBuyers, a continuing fully perfected first priority security interest in the Purchased Assets, the Records, and all servicing rights related to the Purchased Assets, the Program Documents (to the extent such Program Documents and the Sellers’ right thereunder relate to the Purchased Assets), any Property relating to any Purchased Assets or the related Mortgaged Property, any Take-out Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the Collection Account, any Hedge Instruments relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the Sellers 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 Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a trust receipt and Asset Schedule with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower hereby Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Mortgage Loans and not loans from Buyer to Seller secured by the Purchased Mortgage Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes any one or more of the Transactions hereunder as loans and as security for the performance by Seller of all of Seller's obligations to Buyer under this Agreement and the Transactions entered into pursuant to this Agreement, Seller grants to Lender, subject to Bank of America’s Buyer a first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, Mortgage Files, Servicing Agreements, servicing records, any assignments of rents and to any and all “Collateral” as described below to secure payment and performance of all debtsleases, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related insurance relating to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses Mortgage Loans (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to, any insurance policies covering casualty and condemnation losses, any title insurance policies and any Lease Enhancement Policies), Remittances, hedging agreements or instruments related to (a) cash the Mortgage Loans, custodial accounts and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated escrow accounts relating to the Mortgage Loans and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit any other contract rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time other assets relating to time be defined the Mortgage Loans or any interest in the Uniform Commercial Code. The security Mortgage Loans, the servicing of the Mortgage Loans, and securities backed by or representing an interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof in such Mortgage Loans and all records products and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestproceeds of the foregoing (collectively, the "COLLATERAL").

Security Interest. Borrower (a) On each Purchase Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule [and the Repurchase Assets]. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to to, any payments or proceeds under any related primary insurance and hazard insurance, Income, the Cash Pledge Account, the Operating Account, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, (b) inventoryinstruments, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, payments, rights to payment (k) commercial tort claimsincluding payments of interest or finance charges), (I) general intangibles, including payment intangibles and software and other assets relating to the Purchased Mortgage Loans (mincluding, without limitation, any other accounts) as-extracted collateral as such terms may from time to time be defined or any interest in the Uniform Commercial Code. The security interest Borrower Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or Guarantorinterests as are specified on a Transaction Request, if applicablein all instances, pursuant to Section 12) grants includes all accessionswhether now owned or hereafter acquired, attachmentsnow existing or hereafter created (collectively, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby grants pledges to LenderBuyer as security for the performance by Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s priority lien, the secured party hereunder, Buyer a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Facility Agreements (to the extent such Facility Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income relating to the Purchased Mortgage Loan, all Blocked Accounts and the balance from time to time standing to the credit of Blocked Accounts and all rights with respect thereto, Hedging Agreements relating to the Purchased Mortgage Loan, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlementspayments, commodity contracts and commodity accounts, rights to payment (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter payments of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (Iinterest or finance charges) general intangibles, including payment intangibles and software and (mincluding, without limitation, any other accounts) as-extracted collateral as such terms may from time to time be defined or any interest in the Uniform Commercial CodePurchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interest as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances described herein, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the "Repurchase Assets"). Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The security interest Borrower (Seller shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSellers hereby pledge to the Buyer as security for the performance by the Sellers of their Obligations and hereby grant, assign and pledge to the Buyer a continuing fully perfected first priority security interest in and to any the Seller's right, title and interest in the Purchased Mortgage Loans, the Records, and all “Collateral” as described below servicing rights related to secure payment the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and performance of the Sellers' right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all debts, liabilities and obligations of Borrower to Lender hereunder and also any Settlement Accounts and all amounts therein, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other debtscontract rights, liabilities accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and obligations general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documents as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer's Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of Borrower the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to Lender any of every kind and descriptionthe foregoing, direct in all instances, whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement"Repurchase Assets") provided, whether that no Default, Event of Default or not contemplated by Margin Deficit exists, the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or Buyer shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any release its security interest in household goods the Purchased Mortgage Loans upon payment in which Lxxxxx is forbidden full to the Buyer of the Repurchase Price with respect thereto. Nothing contained in this Repurchase Agreement shall obligate the Buyer to segregate any Purchased Mortgage Loans delivered to the Buyer by law from taking a the related Seller. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the Seller of the Repurchase Price for all Purchased Mortgage Loans and all other amounts due hereunder to the Buyer and the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interestinterest in any remaining Repurchase Assets.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Take-out Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Daily Workbook Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to Lendertreat the Transactions as Indebtedness for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility (including, without limitation, any facility documented as described below a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer's Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”"Repurchase Assets"). The Collateral includes Sellers hereby authorize the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets without each Seller's signature thereon as the Buyer, if applicableat its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Sellers or their Affiliates on the one hand and the Buyer and the Buyer's Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”"Repurchase Assets"). The Collateral includes Sellers hereby authorize the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys to LenderBuyer all right, subject title and interest in the Purchased Mortgage Loans listed on the related Asset Schedule to Bank the extent of America’s its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereofinterest in: (i) any and all amounts owing the Purchased Mortgage Loans, the Records related to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the CollateralPurchased Mortgage Loans, all productsServicing Rights related to the Purchased Mortgage Loans, proceeds all Agency Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and collections thereof Seller’s rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments related to such Purchased Mortgage Loans, any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.43

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule to LenderAdministrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of America’s the Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash related to the Purchased Mortgage Loans, and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to Lenderbe loans, subject and in any event Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, the Inbound Account; the Operating Account; any Hedge Agreements relating to any Purchased Asset; 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 Purchased Asset; and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; accounts relating to any Purchased Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any accessions thereto) relating to any Purchased Asset; instruments (including promissory notes) relating to any Purchased Asset; documents relating to any Purchased Asset; investment property relating to any Purchased Asset; general intangibles (including payment intangibles and software) together with all accessions and additions thereto relating to any Purchased Asset; substitutions and replacements therefor relating to any Purchased Asset; and all “Collateral” as described below to secure payment products and performance of proceeds, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located relating to any Purchased Asset (collectively, the “Repurchase Assets”). Seller acknowledges that it has sold the Purchased Assets to Buyer on a servicing released basis and it has no rights to service the Purchased Assets. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described in Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby grants pledges to LenderAdministrative Agent for the benefit of the Buyers as security for the performance by such Seller of its Obligations and hereby grants, subject assigns and pledges to Bank Administrative Agent for the benefit of America’s the Buyers a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and uncertificated securitiesCertification, securities accountsin all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”); provided, however, as to any Purchased Mortgage Loan the security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter interest shall automatically terminate upon payment in full to Administrative Agent of credit rightsthe Repurchase Price with respect thereto. In such event, (i) accountsthis Agreement shall constitute a security agreement, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software the Administrative Agent shall have all of the rights of a secured party under applicable law and (mii) as-extracted collateral each of the Sellers and each Buyer represents and warrants as to itself that each remittance of amounts by a Seller to such terms may from time to time be defined Buyer under this Agreement will have been (x) in payment of a debt incurred by such Seller in the Uniform Commercial Codeordinary course of business or financial affairs of such Seller and such Buyer and (y) made in the ordinary course of business or financial affairs of such Seller and such Buyer. Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby for the benefit of the Buyers. Furthermore, the Sellers hereby authorize the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The security interest Borrower (Sellers shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower hereby grants to Lender, subject to Bank To secure payment and performance in full of America’s priority lien----------------- the obligations arising under the Existing Loan Agreement and the other Financing Agreements defined therein, the secured party hereunderBorrower previously granted to the Agent, for the benefit of the Lenders, a right of setoff against and a continuing security interest in and to any certain of the Borrower's property and interests in property, whenever acquired and wherever located (as set forth with more specificity in the Existing Loan Agreement). The Borrower acknowledges that such property and interests in property remain subject to a right of setoff against and a continuing security interest of the Agent, for the benefit of the Lenders (which rights and security interests were granted and continued pursuant to, and as referenced in, the Existing Loan Agreement and related Financing Agreements) and that all “Collateral” of such property and interests in property will constitute Collateral for the Liabilities. Accordingly, the Borrower hereby reaffirms the prior grant of a right of setoff against and a continuing security interests in and to certain of the Borrower's property and interests in property, as more specifically described below below, whenever acquired and wheresoever located, and, without limiting the foregoing, to secure payment and performance in full of all debtsthe Liabilities, liabilities and obligations of the Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related hereby grants to the Loan described in this AgreementAgent, whether or not contemplated by for the parties at the time benefit of the granting Lenders, a right of this setoff against and a continuing security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, collateral assignment and includes obligations lien in and to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or interests in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to whether now owned or hereafter owned or acquired by the Borrower and wheresoever located: (a) cash Accounts, contract rights, General Intangibles (including payment intangibles and cash equivalentsintellectual property), (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paperinstruments, documentsnotes, (h) letters of credit, letter of credit rights, supporting obligations, warehouse receipts, shipping documents, documents and documents of title; (b) Inventory; (c) Equipment; (d) deposit accounts (general or special) with, and credits and other claims against, Agent or any Lender, or any other financial institution with which the Borrower maintains deposits; (e) investment property, money, and any and all other property and interests in property of the Borrower now or hereafter coming into the actual possession, custody or control of the Agent or any Lender or any agent or affiliate of the Agent or any Lender in any way or for any purpose (whether for safekeeping, deposit, custody, pledge, transmission, collection or otherwise); (f) interests in leases of real or personal property, whether as lessor or lessee (including any option to purchase thereunder); (g) all insurance proceeds of or relating to any of the foregoing; (h) books and records relating to any of the foregoing and to the Borrower's business; (i) accountsthe commercial tort claims described on Schedule -------- 5.1, including health-care insurance receivables, and (j) deposit accountsall accessions and additions to, (k) commercial tort claimssubstitutions for, (I) general intangiblesand --- replacements, including payment intangibles products and software and (m) as-extracted collateral as such terms may from time to time be defined in proceeds of any of the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestforegoing.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer and its Affiliates as security for the performance by the relevant obligor of all Obligations and hereby grants, assigns and pledges to Buyer and its Affiliates a continuing security interest in its right, title and interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Take-out Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the TPO Disbursement Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related the “Repurchase Assets”). In addition, the Seller hereby grants a security interest to the Loan described Buyer and its Affiliates in all of its right, title and interest under this Repurchase Agreement (including its contractual rights to the redelivery of the Repurchase Assets) as security for the performance by the relevant obligor of all Obligations. The security interests granted in this AgreementSection 8(a), whether or not contemplated by to the parties at extent they secure the time obligations of a party other than the granting pledgor, shall be binding notwithstanding any defenses otherwise available to a surety. The Buyer and its Affiliates shall have all remedies of this a secured party under the Uniform Commercial Code with respect to such security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by including the right to foreclose and collect on such security interest upon any agreement or instrumentdefault under any Obligations, and includes obligations in order to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “satisfy any Obligations”). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer and its Affiliates to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer and its Affiliates, if applicableat their option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or 8. Upon an Event of Default, the Buyer and its Affiliates shall acquire or create immediately upon the acquisition or creation thereof: (i) any and be entitled to all amounts owing remedies available to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in a secured creditor under the Uniform Commercial Code. The security interest Borrower (Code and shall have the right to apply the Repurchase Assets or Guarantor, if applicable, pursuant any proceeds therefrom to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestObligations.”

Security Interest. Borrower The first paragraph of Section 8 of the Existing Repurchase Agreement is hereby grants amended by deleting it in its entirety and replacing it with the following: “Although the parties intend that all Transactions hereunder be sales and purchases and not loans (provided, however, that the parties intend to Lendertreat Transactions as Indebtedness for accounting and tax purposes), subject in the event any such Transactions are deemed to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing security interest in the Purchased Mortgage Loans, the Records, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Cash Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Custodian’s Certification and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentcreated, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money includingwherever located (collectively, without limitation, all interest, other fees and expenses (all hereinafter called the “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.”

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby grants pledges to LenderAdministrative Agent for the benefit of the Buyers as security for the performance by such Seller of its Obligations and hereby grants, subject assigns and pledges to Bank Administrative Agent for the benefit of America’s the Buyers a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe “Repurchase Assets”); provided, (j) deposit accountshowever, (k) commercial tort claimsas to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Repurchase Price with respect thereto. Sellers agree to execute, (I) general intangiblesdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby for the benefit of the Buyers. Furthermore, including payment intangibles and software and (m) as-extracted collateral the Sellers hereby authorize the Administrative Agent to file financing statements relating to the Repurchase Assets, as such terms the Administrative Agent, at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Sellers shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower On each Purchase Date, each Seller hereby grants sells, assigns and conveys all rights, title, and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule, including the related Mortgage File, Servicing Rights, and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event each Seller hereby pledges to Bank Buyer as security for the performance by Sellers of America’s the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in all of such Seller’s right, title and interest in, to any and under the Purchased Mortgage Loans, the Records and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, Servicing Rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and such Seller’s rights thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan described in this Agreementor the related Mortgaged Property, whether or not contemplated by the parties at the time of the granting of this security interestany Takeout Commitments relating to any Purchased Mortgage Loan, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations Closing Protection Letter relating to perform acts and refrain from taking action as well as obligations to pay money including, without limitationany Purchased Mortgage Loan, all interest, other fees insurance policies and expenses (all hereinafter called “Obligations”). The Collateral includes insurance proceeds relating to any Purchased Mortgage Loan or the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyrelated Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Custodial Account, the Reserve Amount, the Reserve Account, the Inbound Account, the Haircut Account, any Hedge Agreements relating to any Purchased Mortgage Loan, and any other contract rights, deposit accounts (aincluding any interest of a Seller in escrow accounts) cash and cash equivalentsany other payments, rights to payment (bincluding payments of interest or finance charges) inventoryand general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility now existing or hereafter entered into between such Seller on the one hand and Buyer or Buyer’s Affiliates on the other, and any and all replacements or substitutions for, proceeds (cincluding the related securitization proceeds) equipmentof, (d) investment distributions on, and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral title or interests as such terms may from time to time be defined are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Uniform Commercial CodeMetLife Warehouse Electronic System with respect to, any of the foregoing, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”). The security To the extent that any Repurchase Asset is of a type that does not relate to specific Mortgage Loans, Mortgage File and the Servicing Rights, Buyer shall have purchase the applicable Seller’s pro rata interest Borrower (or Guarantortherein to the extent of the applicable Mortgage Loans, if applicableMortgage File and the Servicing Rights interest therein, pursuant but the entirety of the applicable Seller’s interest therein shall constitute collateral securing the payment and performance of the Obligations. Except as set forth in Section 16, Sellers acknowledge that they have no rights to Section 12) grants includes all accessionsservice the Purchased Mortgage Loans but only have rights as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that a Seller is deemed to retain any residual Servicing Rights, attachments, accessories, parts, supplies and replacements for the Collateralavoidance of doubt, all productseach Seller grants, proceeds assigns and collections thereof and all records and data relating thereto. Lender disclaims any pledges to Buyer a security interest in household goods the Servicing Rights and proceeds related thereto and in which Lxxxxx all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is forbidden by law from taking intended to constitute a security interestagreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Each Seller hereby authorizes Buyer to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as Buyer, at its option, may deem appropriate without the signature of any Seller thereon. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller's right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other instruments, investment property, contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility between Seller or Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on the one hand and the Buyer or the Buyer's Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”"Repurchase Assets"). The Collateral includes Seller hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower a) Seller and Buyers intend that the Transactions hereunder be sales to the applicable Buyer of the Purchased Assets and not loans from the applicable Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyers’ rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, Seller hereby grants to Lenderthe Agent, subject to Bank on behalf of Americathe Buyers, as security for Seller’s priority lien, the secured party hereunderperformance of all of its Obligations, a continuing fully perfected first priority security interest in and to any and all “Collateral” as described below to secure payment and performance of all debtsthe following property, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, whether now existing or hereafter arisingacquired: (i) the Purchased Assets, (ii) the Records, (iii) all related Servicing Rights, (iv) all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) or the Loan described in this Agreementrelated Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, whether or not contemplated by the parties at the time of the granting of this security interest(v) all instruments, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrumentchattel paper, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money agreements (including, without limitation, the related Master Loan Agreement and Master Note) securities, investment property and general intangibles and other assets comprising or relating to the Purchased Assets, (vi) any securities or deposit account related to the Transactions and the related Loans and/or Triple Net Leases, including the Collection Account and all interest, other fees and expenses security entitlements to financial assets (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12including cash) now owns or shall acquire hereafter carried in or create immediately upon credited to any such securities or deposit account, (vii) all rights to Income and the acquisition rights to enforce such payments arising from any of the Purchased Assets, (viii) all guarantees or creation thereof: other support for the Purchased Assets, (iix) any and all amounts owing to Borrower now or replacements, substitutions, distributions on the Purchased Assets, (x) any interest in the future from any merchant processor(s) processing charges made by customers Purchased Assets or the servicing of Borrower via credit card or debit card transactions; the Purchased Assets, and (iixi) all any now existing or hereafter arising proceeds and distributions with respect to any of the foregoing and any other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, titles or interests as are specified on a Transaction Notice (i) accountscollectively, the “Collateral”). Seller acknowledges and agrees that its rights with respect to the Collateral (including health-care insurance receivableswithout limitation, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any its security interest in household goods in which Lxxxxx any portion of the Purchased Assets 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 the Buyers hereunder. The parties acknowledge and agree that the perfection of such security interest is forbidden intended to be accomplished through, among other steps, possession of the related Note by law from taking a security interestBuyer, the Custodian or by any other Person on any Buyer’s behalf, and that such possession unless otherwise agreed is for such Buyer’s own account.

Security Interest. Borrower Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by Seller of its obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, Seller hereby pledges, assigns, transfers and grants to Lender, subject to Bank of America’s priority lien, the secured party hereunder, Buyer a continuing security interest in and the Mortgage Assets in which Seller has rights or power to any transfer rights and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interestMortgage Assets in which Seller later acquires ownership, regardless of how they arise other rights or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations the power to perform acts and refrain from taking action as well as obligations transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to pay money all Transactions hereunder (including, without limitation, all interestServicing Rights with respect thereto), other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyServicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, but not limited without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to (a) cash and cash equivalentsthe Mortgaged Property in each case related to such Purchased Mortgage Loans, (biii) inventoryall Liens securing repayment of such Purchased Mortgage Loans, (civ) equipmentall Income with respect to such Purchased Mortgage Loans, (dv) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accountsthe Accounts, (evi) instrumentsthe Takeout Commitments and Takeout Agreements to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans (excluding, including promissory notes chattel paperhowever, including tangible chattel paper and electronic chattel paperany Takeout Commitments or Takeout Agreements that by their express terms prohibit Seller’s assigning, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (pledging or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any granting a security interest in household goods in which Lxxxxx them if and to the extent that such prohibition is forbidden not made ineffective by law from taking UCC §§ 9-406 or 9-408)), (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans (excluding, however, any Hedging Arrangements that by their express terms prohibit Seller’s assigning, pledging or granting a security interestinterest in them if and to the extent that such prohibition is not made ineffective by UCC §§ 9-406 or 9-408)), (viii) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (ix) all proceeds of the foregoing including, without limitation, all MBS, and the right to have and receive such MBS when issued, that are, in whole or in part, based on, backed by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and, subject to the terms of the Transaction Documents, realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as and when required by Buyer in its sole discretion.

Security Interest. Borrower (v) On each Purchase Date, each Seller hereby grants sells, assigns and conveys to LenderBuyer all right, subject title and interest, including all of each Seller’s Servicing Rights, in the Purchased Assets listed on the related Asset Schedule to Bank the extent of America’s its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority lien, the secured party hereunder, a continuing security interest in each Seller’s rights, title and interest in the Purchased Assets, the Records related to the Purchased Assets, all Servicing Rights related to the Purchased Assets (to the extent of its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, each Servicer Custodial Account, in each case, all “Collateral” amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either 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 Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as described below are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arising, created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Loan described Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. The assets set forth in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: clause (i) any are the “Repurchase Assets”. Without limiting the generality of the foregoing and all amounts owing to Borrower now or in the future from event that Sellers are deemed to retain any merchant processor(s) processing charges made by customers residual Servicing Rights, and for the avoidance of Borrower via credit card or debit card transactions; doubt, each Seller grants, assigns and (ii) all other tangible and intangible personal property, including, but not limited pledges to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, Buyer a security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined interest in the Uniform Commercial related Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. The security interest Borrower (Sellers hereby authorize Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as Buyer, if applicableat its option, may deem reasonable and appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest9.

Security Interest. Borrower On the Purchase Date, Seller hereby grants sells, assigns and conveys to LenderBuyer all right, subject title and interest in the Purchased Assets to Bank the extent of America’s its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority lien, the secured party hereunder, a continuing security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements, any Income relating to any Purchased Asset, each Collection Account, the Disbursement Account, the Servicing Agreements, 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 Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest.

Security Interest. Borrower hereby grants Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to Lender, subject to Bank of America’s priority lienbe loans, the secured party hereunderSeller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a continuing fully perfected first priority security interest in the Purchased MH Loans, the Records, and all Seller's rights under the Servicing Agreement related to the Purchased MH Loans, (which, without limitation, includes the loans listed on the Loan Schedule and Appendix I to the Confirmation and that is delivered to the Buyer as of each Purchase Date and all promissory notes or chattel paper evidencing such loans) any Property relating to any Purchased MH Loan, any Takeout Commitments relating to any Purchased MH Loan, Seller's rights under all insurance policies and insurance proceeds relating to any Purchased MH Loan, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased MH Loan, the Collection Account, Seller's rights under any Interest Rate Protection Agreement relating to any Purchased MH Loan, Seller's rights under any MH Loan Transfer Agreement relating to any Purchased MH Loan and any other contract rights, accounts (including any interest of the Seller in escrow accounts) payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased MH Loan and any other assets relating to the Purchased MH Loans or any interest in the Purchased MH Loans, any chattel paper owned by Seller arising now or in the future with respect to a sale of a Manufactured Home by the Affiliate Guarantor (excluding any chattel paper arising from the sale of a Manufactured Home in respect of which (i) the related Loan has been repaid, (ii) the Buyer has released its Lien under the Loan and Security Agreement or (iii) the Buyer did not advance a Loan against the Manufactured Home under the related Loan and Security Agreement), all “Collateral” collateral of the Seller under any other secured debt facility between Seller or Seller's Affiliates on the one hand and the Buyer or the Buyer's Affiliates on the other (excluding any credit facility in which a non-Affiliate of Buyer is also a creditor) and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as described below are specified on a Trust Receipt and Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated, related and wherever located (collectively, the "Repurchase Assets"). Notwithstanding the foregoing, the Buyer shall be solely responsible for obtaining any agreements or consents from any of Buyer's Affiliates in connection with the grant of security interest set forth herein. The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Loan described Repurchase Assets as the Buyer in any filing jurisdiction and filing office which, at its option, it may deem appropriate. Such financing statement may describe the collateral in the same manner indicated in this AgreementSection 8 or in any other manner as Buyer may deem advisable, whether including using overbroad collateral descriptions or not contemplated Uniform Commercial Code categories. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by the parties at the time Seller of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any Repurchase Price and all other amounts owing due hereunder to Borrower now or in the future from any merchant processor(s) processing charges made by customers Buyer of Borrower via credit card or debit card transactions; all Obligations and (ii) the performance of all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in obligations under the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for Repurchase Documents the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any Buyer shall release its security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestany remaining Repurchase Assets.

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants to Lendersells, subject to Bank of America’s priority lienassigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and, the secured party hereunderRepurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, Servicer Advances, the Records, and all related Servicing Rights, with respect to GNMA EBO’s, all Servicer Advances payable by HUD and/or VA and all debenture interest payable by HUD on account of such Mortgage Loans, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (aincluding any interest of Seller in escrow accounts) cash and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges) inventorygeneral intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Asset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (aincluding payments of interest or finance charges) cash general intangibles and cash equivalentsother assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Purchased Mortgage Loans, and any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivablesthe "Repurchase Assets"). Sellers agree to execute, (j) deposit accountsdeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, (k) commercial tort claimsthe Sellers hereby authorize the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Sellers, (I) general intangiblesas the Buyer, including payment intangibles and software and (m) as-extracted collateral as such terms at its option, may from time to time be defined in the Uniform Commercial Codedeem appropriate. The security interest Borrower (Sellers shall pay the filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestthis Section.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to LenderBuyer as security for the performance by the Sellers of their Obligations and hereby grants, subject assigns and pledges to Bank of America’s priority lien, the secured party hereunder, Buyer a continuing security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all “Collateral” collateral under any other secured debt facility (including, without limitation, any facility documented as described below a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to secure payment and performance any of the foregoing, in all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). The Collateral includes Sellers hereby authorizes the following property that Borrower (Buyer to file such financing statement or Guarantorstatements relating to the Repurchase Assets as the Buyer, if applicableat its option, may deem appropriate in order to perfect the security interest hereby granted. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby grants pledges to Lenderthe Buyer as security for the performance by each Seller of its Obligations and hereby grants, subject assigns and pledges to Bank of America’s priority lien, the secured party hereunder, Buyer a continuing security interest in its right, title and interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any Take-out Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Settlement Account, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Sellers 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 Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all “Collateral” as described below to secure payment and performance of all debtsinstances, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated (collectively, related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “ObligationsRepurchase Assets”). Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Collateral includes Sellers shall pay the following property that Borrower (filing costs for any financing statement or Guarantor, if applicable, statements prepared pursuant to this Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest8.

Security Interest. Borrower hereby grants to Lender(a) Each of the following items or types of property, subject to Bank of America’s priority lien, the secured party hereunder, a continuing security interest in and to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct whether now owned or indirect, absolute or contingent, primary or secondary, due or to become duehereafter acquired, now existing or hereafter arisingcreated and wherever located, related is hereinafter referred to as (the "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitationMortgage Assets, all interestServicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other fees books and expenses records relating thereto, all mortgage guaranties and insurance (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (issued by governmental agencies or Guarantor, if applicable, otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset or any other document held pursuant to Section 12) now owns or shall acquire or create immediately upon 6.01(c), all servicing fees to which such the acquisition or creation thereof: (i) applicable Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts owing on deposit therein, from time to Borrower now time, all Purchase Agreements or in other agreements or contracts relating to, constituting, or otherwise governing, any or all of the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; foregoing to the extent they relate to the Purchased Assets including the right to receive principal and (ii) interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all other tangible monies and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may property from time to time be on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, all Equity Interests in any Additional Sellers formed and made parties hereto pursuant to Section 9.01(gg), [any and all "Collateral" (as such term is used and defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the CollateralLiquidity Facility)], all products"general intangibles", proceeds "accounts", "chattel paper", "deposit accounts", "instruments" and collections thereof "investment property" as defined in the UCC relating to or constituting any and all records of the foregoing, and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interestand all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to LenderBuyers or Administrative Agent as agent and for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, subject in the event any such Transactions are deemed to Bank be loans, and in any event, Seller hereby pledges to Administrative Agent, as agent and for the benefit of America’s priority lienthe Buyers, as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent, as agent and secured party hereunderfor the benefit of the Buyers, a continuing fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (aincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) cash or any interest in the Purchased Mortgage Loans, and cash equivalents, any proceeds (bincluding the related securitization proceeds) inventory, (c) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).

Security Interest. Borrower a. On each Purchase Date, Seller hereby grants sells, assigns and conveys all of Seller’s rights and interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to Lenderbe loans, subject and in any event, Seller hereby pledges to Bank Buyer as security for the performance by Seller of America’s the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority lien, the secured party hereunder, a continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any and all “Collateral” as described below to secure payment and performance of all debts, liabilities and obligations of Borrower to Lender hereunder and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and description, direct Purchased Mortgage Loan or indirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter arising, the related to the Loan described in this Agreement, whether or not contemplated by the parties at the time of the granting of this security interest, regardless of how they arise or by what agreement or instrument they may be evidenced or whether evidenced by any agreement or instrument, and includes obligations to perform acts and refrain from taking action as well as obligations to pay money including, without limitation, all interest, other fees and expenses (all hereinafter called “Obligations”). The Collateral includes the following property that Borrower (or Guarantor, if applicable, pursuant to Section 12) now owns or shall acquire or create immediately upon the acquisition or creation thereof: (i) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; and (ii) all other tangible and intangible personal propertyMortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (aincluding any interest of Seller in escrow accounts) cash related to the Purchased Mortgage Loans, and cash equivalentsany other contract rights, instruments, accounts, payments, rights to payment (bincluding payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) inventoryor any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (cincluding the related securitization proceeds) equipment, (d) investment and distributions with respect to any of the foregoing and any other property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes chattel paper, including tangible chattel paper and electronic chattel paper, documents, (h) letter of credit rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (i) accountscollectively, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (I) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code. The security interest Borrower (or Guarantor, if applicable, pursuant to Section 12) grants includes all accessions, attachments, accessories, parts, supplies and replacements for the Collateral, all products, proceeds and collections thereof and all records and data relating thereto. Lender disclaims any security interest in household goods in which Lxxxxx is forbidden by law from taking a security interest“Repurchase Assets”).