“Residual Interests” means any residual or retained ownership interest (which may constitute Equity Interests, Indebtedness or any other interests) held by or acquired by the Borrower or a Subsidiary in any Securitization Entity or the Warehouse Facility Entity, regardless of whether required to appear on the face of the consolidated financial statements in accordance with GAAP. For the avoidance of doubt, # all of the ownership interests in any Securitization Issuer Entity (including # pass-through certificates representing undivided beneficial ownership interests in the assets of any Securitization Issuer Entity and # asset-backed notes issued by any Securitization Issuer Entity backed by the assets of such Securitization Issuer Entity) held by or acquired by the Borrower or a Subsidiary, # all of the Equity Interests in any Securitization Depositor Entity held by or acquired by the Borrower or a Subsidiary and # all of the Equity Interests in the Warehouse Facility Entity held by or acquired by the Borrower or a Subsidiary, in each case, shall constitute Residual Interests.

Notwithstanding anything to the contrary contained herein, (i)(a) Residual Interests shall be held directly by the Borrower or a wholly owned Subsidiary Guarantor (or, in the case of Residual Interests in a Securitization Issuer Entity, to the extent retained, at the time of the issuance thereof, solely to address bona fide bankruptcy remoteness requirements, a Securitization Depositor Entity) and # (except in the case of the Equity Interests in the Warehouse Facility Entity and Residual Interests held by a Securitization Depositor Entity (and expressly permitted to be so held by the definition of “Securitization Depositor Entity”)) the Obligations and the Guaranty shall be secured by a legal, valid, perfected first-priority security interest in the Residual Interests, subject, as to priority, to any Prior Liens, # the Borrower or a wholly owned Subsidiary Guarantor shall receive all payments in respect of the Residual Interests in accordance with [Section 6.13], and # except as provided in [clause (v) of Section 7.12], [clause (ii) of Section 9.11(c)] or clause (ii) of the first proviso to [Section 11.10], any Mortgage Loan or REO Asset that is owned by the Borrower or a Subsidiary shall be owned directly by the Borrower, a wholly owned Subsidiary Guarantor, a Securitization Entity or the Warehouse Facility Entity.