Common use of Assignments and Grants of Security Interest by Company and Company Subsidiary Clause in Contracts

Assignments and Grants of Security Interest by Company and Company Subsidiary. As security for (i) the payment of the Note made by it and the performance of all of such Company Subsidiary’s obligations under this Agreement, and (ii) the obligations of any other Company Subsidiary, under that other Company Subsidiary’s Note and under this Agreement, whether such other Company Subsidiary is now existing or is hereafter created, and whether such other Company Subsidiary’s Loan was made prior to or after the Company Subsidiary Loan to the Company Subsidiary granting this security interest, and (iii) all other now existing or hereafter arising obligations of the Company to Bank under this Agreement, Company does hereby, each Company Subsidiary which contemporaneously herewith becomes a party to this Agreement does hereby, and each Company Subsidiary which contemporaneously herewith or hereafter becomes a party to this Agreement shall, by executing a counterpart signature page to this Agreement thereby, grant and convey to Bank a security interest in all rights, titles and interests of Company and the Company Subsidiary, respectively, in and to the following described property (collectively, the “Collateral”), and each Company Subsidiary which becomes a party hereto contemporaneously herewith does hereby confirm and reaffirm its prior grant and conveyance to Bank of a security interest in all of its right, title, and interest in the following described Collateral: (a) All Mortgage Loans, including, without limitation, all Mortgage Notes and Mortgages evidencing or securing such Mortgage Loans and all other related Mortgage Loan Documents which from time to time are delivered, or caused to be delivered, or which heretofore have been delivered to Bank (including delivery to a third party on behalf of Bank) pursuant hereto or in respect of which a Company Subsidiary Loan has been made by Bank or which is hereafter made by Bank hereunder (the “Pledged Mortgage Loans”); each Company Subsidiary which has obtained, is obtaining, or hereafter obtains a Company Subsidiary Loan shall deliver a schedule, in form and detail acceptable to Bank listing the Mortgage Loans comprising the Mortgage Pool purchased from the proceeds of such Company Subsidiary Loan and pledged hereunder, which schedule shall be attached as Exhibit D-1 to each Company Subsidiary’s counterpart signature page to this Agreement, and shall be deemed to be a part of this Agreement. (b) All mortgage insurance and all commitments issued by Insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said Insurer commitments and the Purchase Commitments, and all other documents or instruments delivered to Bank in respect of the Pledged Mortgage Loans, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Pledged Mortgage Loan; (c) All right, title and interest of Company and/or the Company Subsidiary in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of Company and/or the Company Subsidiary relating to the Pledged Mortgage Loans; (d) All property of Company and/or the Company Subsidiary, in any form or capacity now or at any time hereafter in the possession or direct or indirect control of Bank relating to the Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary of Bank) or any third party on behalf of Bank relating to the Pledged Mortgage Loans; (e) The Company and the Company Subsidiary’s rights (but not any obligations or liabilities of Company or the Company Subsidiary) under all Purchase Commitments now held or hereafter acquired by Company and/or the Company Subsidiary covering Pledged Mortgage Loans and all proceeds resulting from the sale of Pledged Mortgage Loans to Investors pursuant thereto; (f) All rights (but not any obligations or liabilities) of Company and of the Company Subsidiary under the Administrative Services Agreement; (g) All rights (but not any obligations or liabilities) of the Company Subsidiary under the purchase agreement or other sale or assignment agreement pursuant to which any Warehouse Line Loans constituting Pledged Mortgage Loans were sold, assigned or otherwise transferred by the Company to such Company Subsidiary; (h) All rights, title and interest in and to the Sky Account and the Lockbox, and (i) All replacements, products and proceeds of any and all of the foregoing (provided however, premiums or profits made on the sale of Pledged Mortgage Loans which have been redeemed pursuant to Section 3.4 shall be kept by Company). Without limiting the foregoing, it is the express intention of Company, and of each Company Subsidiary that now or hereafter becomes a party to this Agreement, that the security interest granted above is and shall be a continuing security interest covering all now present (or then present), and all future obligations of Company to Bank hereunder or arising hereunder; and all now present (or then present), and all future obligations of each and every Company Subsidiary to Bank hereunder or arising hereunder, and that the security interests granted herein by Company and each Company Subsidiary shall remain in effect until all indebtedness secured hereby has been paid in full and the Commitment has expired or has been otherwise terminated. Upon the request of Bank, Company and the Company Subsidiaries shall execute any further document or instrument reasonably requested by Bank to further evidence or effectuate the assignments and security interests set forth in this Section. Furthermore, Company and the Company Subsidiaries (a) hereby authorize Bank to sign (if required) and file financing statements at any time with respect to any of the Collateral, without such financing statements being executed by, or on behalf of, Company or the Company Subsidiaries, (b) shall, at any time on request of Bank, execute or cause to be executed financing statements in respect of any Collateral and (c) shall reasonably cooperate to provide any information reasonably required by Bank in connection with the filing of financing statements with respect to the Collateral. The Company and the Company Subsidiaries agree to pay all filing fees, including fees for filing amendments and continuation statements in connection with such financing statements, and to reimburse Bank for all costs incurred in connection therewith.

Assignments and Grants of Security Interest by Company and Company Subsidiary. As security for (i) the payment of the Note made by it and the performance of all of such Company Subsidiary’s 's obligations under this Agreement, and (ii) the obligations of any other Company Subsidiary, under that other Company Subsidiary’s 's Note and under this Agreement, whether such other Company Subsidiary is now existing or is hereafter created, and whether such other Company Subsidiary’s Loan was made prior to or after the Company Subsidiary Loan to the Company Subsidiary granting this security interest, and (iii) all other now existing or hereafter arising obligations of the Company to Bank under this Agreement, Company does hereby, each Company Subsidiary which contemporaneously herewith becomes a party to this Agreement does hereby, and each Company Subsidiary which contemporaneously herewith or hereafter becomes a party to this Agreement shall, by executing a counterpart signature page to this Agreement therebydoes hereby, grant and convey to Bank a security interest in all rights, titles and interests of Company and the Company Subsidiary, respectively, in and to the following described property (collectively, the “"Collateral”), and each Company Subsidiary which becomes a party hereto contemporaneously herewith does hereby confirm and reaffirm its prior grant and conveyance to Bank of a security interest in all of its right, title, and interest in the following described Collateral:"): (a) All Mortgage Loans, including, including without limitation, all Mortgage Notes and Mortgages evidencing or securing such Mortgage Loans and all other related Mortgage Loan Documents which from time to time are delivered, or caused to be delivered, or which heretofore have been delivered to Bank (including delivery to a third party on behalf of Bank) pursuant hereto or in respect of which a Company Subsidiary Loan has been made by Bank or which is hereafter made by Bank hereunder (the “"Pledged Mortgage Loans”"); each Company Subsidiary which has obtained, is obtaining, or hereafter obtains obtaining a Company Subsidiary Loan shall deliver a schedule, in form and detail acceptable to Bank listing the Mortgage Loans comprising Bank, of the Mortgage Pool purchased from the proceeds of such Company Subsidiary Loan and pledged hereunder, which schedule shall be attached hereto as Exhibit D-1 to each Company Subsidiary’s counterpart signature page to this AgreementD, and which Exhibit D shall be deemed to be a part of this Agreement. (b) All mortgage insurance and all commitments issued by Insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said Insurer commitments and the Purchase Commitments, and all other documents or instruments delivered to Bank in respect of the Pledged Mortgage Loans, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Pledged Mortgage Loan; (c) All right, title and interest of Company and/or the Company Subsidiary in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of Company and/or the Company Subsidiary relating to the Pledged Mortgage Loans; (d) All property of Company and/or the Company Subsidiary, in any form or capacity now or at any time hereafter in the possession or direct or indirect control of Bank relating to the Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary of Bank) or any third party on behalf of Bank relating to the Pledged Mortgage Loans; (e) The Company and the Company Subsidiary’s 's rights (but not any obligations or liabilities of Company or the Company Subsidiary) under all Purchase Commitments now held or hereafter acquired by Company and/or the Company Subsidiary covering Pledged Mortgage Loans and all proceeds resulting from the sale of Pledged Mortgage Loans to Investors pursuant thereto; (f) All rights (but not any obligations or liabilities) of Company and of the Company Subsidiary under the Administrative Services Agreement; (g) All rights (but not any obligations or liabilities) of the Company and Company Subsidiary under the any purchase agreement or other sale or assignment agreement pursuant to which any Warehouse Line Loans constituting Pledged Mortgage Loans were sold, assigned or otherwise transferred by the Company to such Company Subsidiary; (h) All rights, title and interest in and to the Sky BoS Account and the Lockbox, ; and (i) All replacements, products and proceeds of any and all of the foregoing (provided provided, however, premiums or profits made on the sale of Pledged Mortgage Loans which have been redeemed pursuant to Section 3.4 hereof shall be kept by Company). Without limiting the foregoing, it is the express intention of Company, and of each Company Subsidiary that now or hereafter becomes a party to this AgreementSubsidiary, that the security interest granted above is and shall be a continuing security interest covering all now present (or then present), and all future obligations of Company to Bank hereunder or arising hereunder; and all now present (or then present), and all future obligations of each and every Company Subsidiary to Bank hereunder or arising hereunder, and that the security interests granted herein by Company and each Company Subsidiary shall remain in effect until all indebtedness secured hereby has been paid in full and the Commitment has expired or has been otherwise terminatedfull. Upon the request of Bank, Company and the Company Subsidiaries shall execute any further document or instrument reasonably requested by Bank to further evidence or effectuate the assignments and security interests set forth in this Section. Furthermore, Company and the Company Subsidiaries (a) hereby authorize Bank to sign (if required) and file financing statements at any time with respect to any of the Collateral, without such financing statements being executed by, or on behalf of, Company or the Company Subsidiaries, (b) shall, at any time on request of Bank, execute or cause to be executed financing statements in respect of any Collateral and (c) shall reasonably cooperate to provide any information reasonably required by Bank in connection with the filing of financing statements with respect to the Collateral. The Company and the Company Subsidiaries agree to pay all filing fees, including fees for filing amendments and continuation statements in connection with such financing statements, and to reimburse Bank for all costs incurred in connection therewith.

Assignments and Grants of Security Interest by Company and Company Subsidiary. As In consideration of the Commitment and as security for (i) the payment of the Note made by it and the performance of all of such Company Subsidiary’s 's obligations under this Agreement, and (ii) the obligations of such Company Subsidiary under this Agreement, (iii) the obligations of any other Company Subsidiary, under that other Company Subsidiary’s 's Note and under this Agreement, whether such other Company Subsidiary is now existing or is hereafter created, and whether such other Company Subsidiary’s 's Loan was made prior to or after the Company Subsidiary Loan to the Company Subsidiary granting this security interest, and (iii) all other now existing or hereafter arising obligations of interest,~ the Company to Bank under this Agreement, Company does hereby, each Company Subsidiary which contemporaneously herewith becomes a party to this Agreement does hereby, and each Company Subsidiary which contemporaneously herewith or hereafter becomes a party to this Agreement shall, by executing a counterpart signature page to this Agreement thereby, grant and convey to the Bank a security interest in all rights, titles and interests interest of the Company and the Company Subsidiary, respectively, in and to the following described property (collectively, the “"Collateral”"), and each Company Subsidiary which becomes a party hereto contemporaneously herewith does hereby confirm and reaffirm its prior grant and conveyance to the Bank of a security interest in all of its right, title, and interest in the following described Collateral: (a) All Mortgage Loans, including, without limitation, including all Mortgage Notes and Mortgages evidencing or securing such Mortgage Loans and all other related Mortgage Loan Documents which from time to time are delivered, or caused to be delivered, or which heretofore have been delivered to the Bank (including delivery to a third party on behalf of the Bank) pursuant hereto or in respect of which an Advance under a Company Subsidiary Loan has been made by the Bank or which is hereafter made by the Bank hereunder (the “"Pledged Mortgage Loans”"); each Company Subsidiary which has obtained, is obtaining, or hereafter obtains obtaining a Company Subsidiary Loan shall deliver a schedule, in form and detail acceptable to Bank listing Bank, of the Mortgage Loans comprising the Mortgage Pool being purchased from the proceeds of such Company Subsidiary Loan and pledged hereunder, which schedule shall be attached as Exhibit D-1 to each the Company Subsidiary’s 's counterpart signature page to this Agreement, Agreement and shall be deemed to be a part of this Agreement. (b) All mortgage insurance and all commitments issued by Insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said Insurer commitments and the Purchase Commitments, and all other documents or instruments delivered to Bank in respect of the Pledged Mortgage Loans, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Pledged Mortgage Loan; (c) All right, title and interest of Company and/or the Company Subsidiary in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of Company and/or the Company Subsidiary relating to the Pledged Mortgage Loans; (d) All property of Company and/or the Company Subsidiary, in any form or capacity now or at any time hereafter in the possession or direct or indirect control of Bank relating to the Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary of Bank) or any third party on behalf of Bank relating to the Pledged Mortgage Loans; (e) The Company and the Company Subsidiary’s rights (but not any obligations or liabilities under all purchase agreements relating to the acquisition of Pledged Mortgage Loans under which the Company or the Company Subsidiary) under all Purchase Commitments now held or hereafter acquired by Company and/or Subsidiary is the Company Subsidiary covering Pledged Mortgage Loans purchaser, and all proceeds resulting from the sale of Pledged Mortgage Loans to Investors pursuant thereto; (f) All rights (rights, but not any obligations or liabilities) of Company and of liabilities under all assignments to the Company Subsidiary under the Administrative Services Agreement; (g) All rights (but not any obligations or liabilities) of the Company Subsidiary under the purchase agreement or other sale or assignment agreement pursuant to which any Warehouse Line Loans constituting Pledged Mortgage Loans were sold, assigned or otherwise transferred by the Company to such Company Subsidiary; (h) All rights, title and interest in and to the Sky Account and the Lockbox, and (i) All replacements, products and proceeds of any and all of the foregoing (provided however, premiums or profits made on Company's rights under such agreements where the sale of Pledged Mortgage Loans which have been redeemed pursuant to Section 3.4 shall be kept by Company). Without limiting the foregoing, it Company is the express intention of Company, and of each Company Subsidiary that now or hereafter becomes a party to this Agreement, that the security interest granted above is and shall be a continuing security interest covering all now present (or then present), and all future obligations of Company to Bank hereunder or arising hereunder; and all now present (or then present), and all future obligations of each and every Company Subsidiary to Bank hereunder or arising hereunder, and that the security interests granted herein by Company and each Company Subsidiary shall remain in effect until all indebtedness secured hereby has been paid in full and the Commitment has expired or has been otherwise terminated. Upon the request of Bank, Company and the Company Subsidiaries shall execute any further document or instrument reasonably requested by Bank to further evidence or effectuate the assignments and security interests set forth in this Section. Furthermore, Company and the Company Subsidiaries (a) hereby authorize Bank to sign (if required) and file financing statements at any time with respect to any of the Collateral, without such financing statements being executed by, or on behalf of, Company or the Company Subsidiaries, (b) shall, at any time on request of Bank, execute or cause to be executed financing statements in respect of any Collateral and (c) shall reasonably cooperate to provide any information reasonably required by Bank in connection with the filing of financing statements with respect to the Collateral. The Company and the Company Subsidiaries agree to pay all filing fees, including fees for filing amendments and continuation statements in connection with such financing statements, and to reimburse Bank for all costs incurred in connection therewithpurchaser.

Assignments and Grants of Security Interest by Company and Company Subsidiary. As In consideration of the Commitment and as security for (i) the payment of the Note made by it and the performance of all of such Company Subsidiary’s 's obligations under this Agreement, and (ii) the obligations of such Company Subsidiary under this Agreement, (iii) the obligations of any other Company Subsidiary, under that other Company Subsidiary’s 's Note and under this Agreement, whether such other Company Subsidiary is now existing or is hereafter created, and whether such other Company Subsidiary’s 's Loan was made prior to or after the Company Subsidiary Loan to the Company Subsidiary granting this security interest, and (iii) all other now existing or hereafter arising obligations of the Company to Bank under this Agreement, Company does hereby, each Company Subsidiary which contemporaneously herewith becomes a party to this Agreement does hereby, and each Company Subsidiary which contemporaneously herewith or hereafter becomes a party to this Agreement shall, by executing a counterpart signature page to this Agreement thereby, grant and convey to the Bank a security interest in all rights, titles and interests interest of the Company and the Company Subsidiary, respectively, in and to the following described property (collectively, the “"Collateral”"), and each Company Subsidiary which becomes a party hereto contemporaneously herewith does hereby confirm and reaffirm its prior grant and conveyance to the Bank of a security interest in all of its right, title, and interest in the following described Collateral: (a) All Mortgage Loans, including, without limitation, including all Mortgage Notes and Mortgages evidencing or securing such Mortgage Loans and all other related Mortgage Loan Documents which from time to time are delivered, or caused to be delivered, or which heretofore have been delivered to the Bank (including delivery to a third party on behalf of the Bank) pursuant hereto or in respect of which an Advance under a Company Subsidiary Loan has been made by the Bank or which is hereafter made by the Bank hereunder (the “"Pledged Mortgage Loans”"); each Company Subsidiary which has obtained, is obtaining, or hereafter obtains obtaining a Company Subsidiary Loan shall deliver a schedule, in form and detail acceptable to Bank listing Bank, of the Mortgage Loans comprising the Mortgage Pool being purchased from the proceeds of such Company Subsidiary Loan and pledged hereunder, which schedule shall be attached as Exhibit D-1 to each the Company Subsidiary’s 's counterpart signature page to this Agreement, Agreement and shall be deemed to be a part of this Agreement. (b) All rights, but not any obligations or liabilities under all purchase agreements relating to the acquisition of Pledged Mortgage Loans under which the Company or the Company Subsidiary is the purchaser, and all rights, but not any obligations or liabilities under all assignments to the Company Subsidiary by the Company of the Company's rights under such agreements where the Company is the purchaser. (c) All mortgage insurance and all commitments issued by Insurers to insure or guarantee any Pledged Mortgage Loans; and all personal property, contract rights, servicing and servicing fees and income, accounts and general intangibles of whatsoever kind relating to the Pledged Mortgage Loans, said Insurer commitments and the Purchase Commitments, and all other documents or instruments delivered to the Bank in respect of the Pledged Mortgage Loans, including, without limitation, the right to receive all insurance proceeds and condemnation awards which may be payable in respect of the premises encumbered by any Pledged Mortgage Loan; (cd) All right, title and interest of the Company and/or the Company Subsidiary in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, information and data of the Company and/or the Company Subsidiary relating to the Pledged Mortgage Loans; (de) All property of the Company and/or the Company Subsidiary, in any form or capacity now or at any time hereafter in the possession or direct or indirect control of the Bank relating to the Pledged Mortgage Loans (including possession by a parent company, affiliate or subsidiary of the Bank) or any third party on behalf of Bank relating to the Pledged Mortgage Loans); (ef) The Company and the Company Subsidiary’s 's rights (but not any obligations or liabilities of the Company or the Company Subsidiary) under all Purchase Commitments now held or hereafter acquired by the Company and/or the Company Subsidiary covering Pledged Mortgage Loans and all proceeds resulting from the sale of Pledged Mortgage Loans to Investors pursuant thereto; (f) All rights (but not any obligations or liabilities) of Company and of the Company Subsidiary under the Administrative Services Agreement; (g) All rights (but not any obligations or liabilities) of the Company and of the Company Subsidiary under the purchase agreement or other sale or assignment agreement pursuant to which any Warehouse Line Loans constituting Pledged Mortgage Loans were sold, assigned or otherwise transferred by Administrative Services Agreements and under the Company to such Company Subsidiary;Custodial Agreements; and (h) All rights, title and interest in and to the Sky Account and the Lockbox, and (i) All replacements, products and proceeds of any and all of the foregoing (provided however, premiums or profits made on the sale of Pledged Mortgage Loans which have been redeemed pursuant to Section 3.4 shall be kept by Company)foregoing. Without limiting the foregoing, it is the express intention of the Company, and of each Company Subsidiary that now or hereafter becomes a party to this Agreement, that the security interest granted above is and shall be a continuing security interest covering all now present (or then present), and all future obligations of the Company to Bank hereunder or arising hereunder; and all now present (or then present), and all future obligations of each and every Company Subsidiary to Bank hereunder or arising hereunder, and that the security interests granted herein by the Company and each Company Subsidiary shall remain in effect until all indebtedness secured hereby has been paid in full and the Commitment has expired or has been otherwise terminated. Upon the request of the Bank, the Company and the Company Subsidiaries shall execute any further document or instrument reasonably requested by the Bank to further evidence or effectuate the assignments and security interests set forth in this Section. Furthermore, the Company and the Company Subsidiaries (a) hereby authorize Bank to sign (if required) and file financing statements at any time with respect to any of the Collateral, without such financing statements being executed by, or on behalf of, the Company or the Company Subsidiaries, (b) shall, at any time on request of Bank, execute or cause to be executed financing statements in respect of any Collateral and (c) shall reasonably cooperate to provide any information reasonably required by the Bank in connection with the filing of financing statements with respect to the Collateral. The Company and the Company Subsidiaries agree to pay all filing fees, including fees for filing amendments and continuation statements in connection with such financing statements, and to reimburse Bank for all costs incurred in connection therewith.