Common use of Grant of Security Interests Clause in Contracts

Grant of Security Interests. The Borrower hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank a security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (the “Collateral”), as security for the full and timely payment and satisfaction of all of the Borrower’s obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignment.

Grant of Security Interests. The Borrower (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Grantor does hereby pledgespledge and grant to the Collateral Agent, assignsfor the benefit of the Secured Creditors, conveys, mortgages, transfers and grants to Bank a continuing security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in of such Grantor in, to and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, under all of the following personal property and fixtures (and all rights therein) of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or finalsuch Grantor, or individual in which or joint) maintained with or at Bank or to which such Grantor has any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan fundedrights, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank each case whether now existing or hereafter from time to time acquired (but excluding any Excluded Collateral (as defined below)): (i) each and every Account; (ii) all cash; (iii) the Cash Collateral Account and all monies, securities, Instruments and other investments deposited or createdrequired to be deposited in the Cash Collateral Account; (iv) all Chattel Paper (including, whether owned beneficially without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims; (vi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names, Trade Secret Rights, and all recorded data of any kind or nature, regardless of record and whether owned individually, jointly or otherwisethe medium of recording; (vii) Contracts, together with any all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment; (x) all Deposit Accounts and all products other demand, deposit, time, savings, cash management, passbook and proceeds thereofsimilar accounts maintained by such Grantor with any Person and all monies, all payments securities, Instruments and other distributions investments deposited or required to be deposited in any of the foregoing; (xi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, together with respect thereto the goodwill of the business of such Grantor symbolized by the Marks; (xix) all Patents; (xx) all Permits; (xxi) all Supporting Obligations; and (xxii) all Proceeds and any and all renewals, substitutions, modifications and extensions products of any and all of the foregoing (all of the above, the “Collateral”), as . (b) The security for the full and timely payment and satisfaction of all interest of the Borrower’s obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor Agent under this Agreement and extends to all Collateral that any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice term of this assignmentAgreement.

Grant of Security Interests. The Borrower (a) As security for the prompt and complete payment or performance, as the case may be, when due of all of the Obligations, each Grantor does hereby pledgespledge and grant to the Collateral Agent, assignsfor the benefit of the Secured Creditors, conveys, mortgages, transfers and grants to Bank a continuing security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in of such Grantor in, to and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, under all of the following personal property and fixtures (and all rights therein) of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or finalsuch Grantor, or individual in which or joint) maintained with or at Bank or to which such Grantor has any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan fundedrights, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank each case whether now existing or hereafter from time to time acquired (but excluding any Excluded Collateral (as defined below)): (i) each and every Account; (ii) all cash; (iii) [reserved]; (iv) all Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper); (v) all Commercial Tort Claims set forth on Schedule 12 of the Perfection Certificate; (vi) all Software of such Grantor and all intellectual property rights therein (including all Software licensing rights) and all other proprietary information of such Grantor, including but not limited to all writings, plans, specifications and schematics, all engineering drawings, customer lists, Domain Names and Trade Secret Rights with respect to each of the foregoing solely to the extent such rights or created, whether owned beneficially items subsist or arise under the laws of record and whether owned individually, jointly or otherwisethe United States; (vii) Contracts, together with any all Contract Rights arising thereunder; (viii) all Copyrights; (ix) all Equipment and Fixtures; (x) all Deposit Accounts and all products other demand, deposit, time, savings, cash management, passbook and proceeds thereof, all payments and other distributions similar accounts maintained by such Grantor with respect thereto and any Person and all renewalsmonies; (xi) all Documents; (xii) all General Intangibles; (xiii) all Goods; (xiv) all Instruments; (xv) all Inventory; (xvi) all Investment Property; (xvii) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by a writing); (xviii) all Marks, substitutions, modifications together with the goodwill of the business of such Grantor symbolized by the Marks; (xix) all Patents; (xx) all Permits; (xxi) all Supporting Obligations; and (xxii) all Proceeds and extensions products of any and all of the foregoing (all of the above, the “Collateral”), as . (b) The security for the full and timely payment and satisfaction of all interest of the Borrower’s obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor Agent under this Agreement and extends to all Collateral that any Grantor may acquire, or with respect to which any Grantor may obtain rights, at any time during the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice term of this assignmentAgreement.

Grant of Security Interests. The Borrower hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank a security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “"Collateral”") to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s 's name, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s 's indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s 's right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s 's right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s 's ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (the “"Collateral”"), as security for the full and timely payment and satisfaction of all of the Borrower’s 's obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignment.

Grant of Security Interests. The Borrower hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank a security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “"Collateral”") to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s Borrowers name, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of OF each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s Borrowers indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s 's right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s Borrowers right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s 's ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (the “"Collateral”"), as security for the full and timely payment and satisfaction of all of the Borrower’s 's obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignment.

Grant of Security Interests. The Borrower (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby pledges(A) assign and transfer unto the Collateral Agent for the benefit of the First Lien Creditors, assignsand does hereby pledge and grant to the Collateral Agent for the benefit of the First Lien Creditors, conveysa continuing security interest in, mortgagesall of the right, transfers title and grants interest of such Assignor in, to Bank and under all of the following personal property and fixtures (and all rights therein) of such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired and (B) separately assign and transfer unto the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, and does hereby separately pledge and grant to the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors, a separate continuing security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by right, title and interest of such Mortgage Notes 2.8.1.2. Any Assignor in, to and under all of the following personal property and fixtures (and all contract rights therein) of Borrower under such Assignor, or in which or to which such Assignor has any rights, in each case, whether now existing or hereafter from time to time acquired: (i) each and every Receivable; (ii) all Contracts, together with respect all Contract Rights arising thereunder; (iii) all Inventory; (iv) the Cash Collateral Account and any other cash collateral account established for such Assignor for the benefit of the Secured Creditors and all moneys, securities and instruments deposited or required to each Lock for an Eligible Mortgage Loanbe deposited in such Cash Collateral Account; (v) all Equipment; (vi) all Marks, together with the registrations and right to all renewals thereof, and the goodwill of the business of such Assignor symbolized by the Marks; (vii) all Patents and Copyrights and all reissues, renewals and extensions thereof; (viii) all computer programs of such Assignor and all intellectual property rights therein and all other proprietary information of such Assignor, including, but not limited to, the right to collect Trade Secrets and retain the proceeds from the sale Trade Secret Rights; (ix) all insurance policies; (x) all other Goods, General Intangibles, Chattel Paper (including, without limitation, all Tangible Chattel Paper and all Electronic Chattel Paper), Documents and Instruments of such Assignor; (xi) all Permits; (xii) all cash; (xiii) all Commercial Tort Claims; (xiv) all Deposit Accounts maintained by such Assignor with any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan)Person, together with any guaranteesall monies, security interestssecurities, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages Instruments and other instruments securing the payment investments deposited or required to be deposited in any of the indebtedness foregoing; (xv) all Investment Property; (xvi) all Letter-of-Credit Rights (whether or not the respective letter of credit is evidenced by the Mortgage Notes including, but not limited toa writing); (xvii) all Software and all Software licensing rights, all escrows included thereunder writings, plans, specifications and schematics, all engineering drawings, customer lists, goodwill and licenses, and all servicing rights and proceeds from the sale recorded data of servicing rightsany kind or nature, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, all regardless of the rights medium of the beneficiary of said Mortgages recording; (xviii) all Supporting Obligations; (xix) all Proceeds and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (all of the above, including this clause (xix), collectively, the “Collateral”). (b) Notwithstanding anything to the contrary contained in this Section 1.1 or elsewhere in this Agreement, as each Assignor, the Collateral Agent (on behalf of the Secured Creditors) and the Senior Second Lien Notes Indenture Trustee (on behalf of the Senior Second Lien Notes Creditors) acknowledges and agrees that (v) the security interest granted pursuant to this Agreement (including pursuant to this Section 1.1) to the Collateral Agent (i) for the full benefit of Bank Creditors and timely payment Other Creditors, shall be a “first” priority senior security interest in the Collateral and satisfaction of all (ii) for the benefit of the Borrower’s obligations hereunder Senior Second Lien Notes Creditors, shall be a “second” priority security interest in the Collateral fully junior, subordinated and under subject to the Master Promissory Note, or under any other note or agreement with security interest granted to the BankCollateral Agent for the benefit of the First Lien Creditors on the terms and conditions set forth in this Agreement, in all cases as the other Security Documents and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any Senior Second Lien Notes Documents and all other obligations rights and benefits afforded hereunder to the Senior Second Lien Notes Creditors are expressly subject to the terms and conditions of Borrowerthis Agreement, this assignment shall be void. But the other Security Documents and the Senior Second Lien Notes Documents, (w) the Senior Second Lien Notes Creditors’ security interests in the Collateral constitute security interests separate and apart (and of a different class and claim) from the First Lien Creditors’ security interests in the Collateral, (x) the grants of security interest hereunder constitute two separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the First Lien Creditors, the second in favor of the Collateral Agent for the benefit of the Senior Second Lien Notes Creditors and (y) in the event of any default by Borrower in any obligation to conflict between the Bank provisions of this Agreement or under any other agreement or promissory noteSecurity Document and the provisions of the Senior Second Lien Notes Documents, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of this Agreement and the Uniform Commercial Code other Security Documents shall prevail. (c) The security interest of the Collateral Agent under this Agreement extends to all Collateral of the kind which is the subject of this Agreement which any Assignor may acquire at any time during the continuation of this Agreement. (d) Notwithstanding anything to the contrary contained in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermorethis Agreement, the pledge created hereunder may be perfected by Senior Second Lien Notes Creditors shall not have a security interest in, and the delivery grant of security interests pursuant to this Section 1.1 for the benefit of the Mortgage Senior Second Lien Notes to a third party as bailee and failure of Bank to have physical possession thereof Creditors shall not extend to, any Second Lien Excluded Collateral. (e) Notwithstanding anything to the contrary contained in such event invalidate this pledge or its perfectionAgreement, if such bailee is given notice of this assignmentthe Excluded Collateral shall not constitute Collateral as defined herein.

Grant of Security Interests. The Borrower (a) As security for the prompt and complete payment and performance when due of all of its Obligations, each Assignor does hereby pledgesassign (except in the case of Collateral which are ULC Shares) and transfer unto the Collateral Agent, assignsand does hereby pledge and grant to the Collateral Agent, conveysfor the benefit of the Secured Creditors, mortgages, transfers and grants to Bank a continuing security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in of such Assignor in, to and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, under all of the following personal property (and all rights therein) of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or finalsuch Assignor, or individual in which or joint) maintained with or at Bank or to which such Assignor has any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan fundedrights, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank each case whether now existing or hereafter acquired from time to time acquired: (i) each and every Account (and all rights to receive payments, indebtedness and other obligations (whether constituting an Account, Chattel Paper, Instrument, Document of Title or createdIntangible)); (ii) all cash and money; (iii) the Cash Collateral Account and all moneys, securities, Instruments and other investments deposited or required to be deposited in the Cash Collateral Account; (iv) all (x) Deposit Accounts, collection accounts, disbursement accounts and lock boxes and all cash, money, cheques, other negotiable instruments, funds and other evidences of payments held therein or credited thereto, (y) Securities Accounts, Collateral Accounts and security entitlements and Securities credited thereto, and all cash, money, cheques, marketable securities, Financial Assets and other property held therein or credited thereto, and (z) commodity accounts and all cash, money, marketable securities, Financial Assets and other property held therein or credited thereto; (v) all Chattel Paper; (vi) all promissory notes; (vii) all Instruments and Securities; (viii) all Inventory; (ix) all Investment Property; (x) all Intangibles (including corporate and other tax refunds); (xi) to the extent relating to, evidencing or governing any of the items referred to in preceding clauses (i) through (x), all Permits, Documents of Title, Intangibles (including data processing software but excluding Copyrights, Patents, Trade Secrets and Marks), Instruments, letter-of-credit rights, related letters of credit, guarantees and collateral liens and other claims and causes of action, documents of title, customs receipts, insurance, shipping and other documents and other materials related to the foregoing (including to the purchase or import of any Inventory); (xii) to the extent relating to, evidencing or governing any of the items referred to in the preceding clauses (i) through (xi), all Supporting Obligations; (xiii) all books and records relating to the items referred to in the preceding clauses (i) through (ix) (including all books, databases, customer lists, and records, whether owned beneficially tangible or electronic, which contain any information relating to any of record and whether owned individually, jointly or otherwise, together with any and the items referred to in the preceding clauses (i) through (xii)); and (xiv) all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications replacements accessions, Proceeds and extensions products of any and all of the foregoing, including collateral security and guarantees with respect to any of the foregoing and all cash, money, insurance proceeds, Instruments, Securities, Financial Assets, income, royalties, payments, licensing, damages and Deposit Accounts constituting Proceeds of the foregoing (all of the above (i) to and including (xiv), collectively, the “Collateral”); (b) Notwithstanding anything herein to the contrary, in no event shall the security interest and lien granted under Section 1.1(a) hereof attach to, and the term “Collateral” (and the component terms thereof) shall not include, (i) any property, interest or other rights for so long as the grant of such security for interest shall constitute or result in (A) a breach or termination pursuant to the full and timely payment and satisfaction terms of, or a default under, any Intangible, lease, license, contract, agreement or other document, (B) a breach of all any law or regulation which prohibits the creation of a security interest thereunder (other than to the extent that any such term specified in clause (A) or (B) above is rendered ineffective against the Collateral Agent pursuant to Section 40(4) of the Borrower’s obligations hereunder and under PPSA (or any successor provision or provisions of the Master Promissory Note, PPSA of any relevant jurisdiction or under any other note applicable law) or agreement with principles of equity) or (C) require the Bankconsent of a Governmental Authority to permit the grant of a security interest therein (and such consent has not been obtained) (each a “Restricted Right”); provided, in all cases however, that the Security Interest shall attach immediately at such time as and when due. Items released in writing by Bank from time to time from the lien of this Agreement condition causing such abandonment, invalidation, unenforceability, breach or termination shall no longer be considered effective and to the extent severable, shall attach immediately to any portion of such property or other rights that does not result in any of the consequences specified in clause (A), (B) or (C) above; (ii) Deposit Accounts the balance of which consists (x) exclusively of withheld income taxes, employment taxes, or amounts required to be paid over to certain employee benefit plans and (y) segregated deposit accounts constituting and the balance of which consists solely of funds set aside in connection with tax, payroll and trust accounts; (iii) any consumer goods; and (iv) the last day of the term of any lease or sublease of real property or any agreement for a lease or sublease of real property, now held or hereafter acquired by any Assignor, but an Assignor will stand possessed of any such last day upon trust to assign and dispose of it as the Collateral hereunderAgent may reasonably direct (the assets described in the preceding clauses (i) through (iv) hereof, collectively the “Excluded Assets”). But this assignment is made The Security Interest in respect of each Restricted Right will constitute a trust created in favour of the Collateral Agent for the purpose of securing an indebtedness benefit of the Borrower Secured Creditors, pursuant to which such Assignor holds as trustee all proceeds and other benefits arising under or in connection with the Restricted Right in trust for the Collateral Agent, for the benefit of the Secured Creditors, on the following basis (i) until an Event of Default shall have occurred and be continuing such Assignor is entitled to receive all such proceeds and other benefits; and (ii) if any Event of Default shall have occurred and be continuing, (A) all rights of such Assignor to receive such proceeds and other benefits cease and all such proceeds will be immediately paid over to the BankCollateral Agent for the benefit of the Secured Creditors, and it is a condition hereof that in (B) such Assignor will take all actions requested by the event Collateral Agent to collect and enforce payment and other rights arising under the Borrower should well and fully perform all its duties, both direct and indirect, as obligor Restricted Right. (c) The security interest of the Collateral Agent under this Agreement extends to all Collateral which any Assignor may acquire, or with respect to which any Assignor may obtain rights, at any time during the term of this Agreement. Notwithstanding anything herein to the contrary, the Assignors make no representations or warranties hereunder, and the Master Promissory Note heretofore executedcovenants hereunder shall not apply, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignmentExcluded Assets.

Grant of Security Interests. The Borrower hereby pledges, assigns, conveys, mortgages, transfers (a) As collateral security for the prompt and grants to Bank a security interest in complete payment and to performance of the followingSecured Obligations when due, and to induce the extent Administrative Agent and the documentsLenders to enter into the Credit Agreement and to make the Loans and provide the other financial accommodations to Borrower contemplated therein, instruments each such Assignor does hereby grant, pledge, assign and transfer unto the Collateral Agent, in its capacity (1) all Capital Stock described in Schedule C (as it may, from time to time, be supplemented in accordance with the terms hereof) and (2) all other Capital Stock; and (C) all Stock Rights, (xii) all books and records, customer lists, ledger cards, credit files, print-outs, and other materials and records pertaining to any of the foregoing, whether now owned or hereafter acquired, (xiii) all other items Goods, General Intangibles, Chattel Paper, Documents and Instruments, (xiv) all Letter-of-Credit Rights, (xv) any Commercial Tort Claims described on Schedule 2.1(k), (xvi) all other personal property of such Assignor, whether now owned or hereafter acquired, (xvii) all documents of title evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or issued with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line any of Creditthe foregoing, and (xviii) all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any Proceeds and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (including, without limitation, all insurance and claims for insurance effected or held for the benefit of such Assignor in respect thereof) (all of the above, as limited below in Sections 1.1(c) and 1.1(d), collectively, the “Collateral”); provided, as however, that the security for the full interests granted hereunder shall only cover any Assignor’s right, title and timely payment and satisfaction interest in any asset subject to liens described in clause (2) of all Section 8.1(h) of the Borrower’s obligations hereunder Credit Agreement, to the extent that the Lender (as defined in that certain Loan Agreement by and among Huntsman Headquarters Corporation, Huntsman Petrochemical Corporation, Huntsman Chemical Corporation, Huntsman Packaging Corporation and U.S. Bank of Utah dated as of December 17, 1996 (the “Headquarters Loan Agreement”) has consented to the grant by Huntsman Headquarters Corporation of a security interest in any Collateral (as defined in the Headquarters Loan Agreement) hereunder. (b) The security interests of the Collateral Agent under this Agreement extend to all Collateral of the Master Promissory Note, or under any other note or agreement with kind which is the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien subject of this Agreement (but subject to the limitations contained in this Agreement) which the Assignor may acquire at any time during the continuation of this Agreement. (c) The Collateral shall no longer be considered Collateral hereunder. But this assignment is made for not include any property or assets (whether tangible or intangible, including without limitation, Capital Stock) or any right, title or interest in respect thereof (i) which constitutes the purpose Capital Stock (as defined in the Senior Secured Notes Indenture) of securing an indebtedness Subsidiaries (as defined in the Senior Secured Notes Indenture) of the Borrower or of any Guarantor (as defined in the Senior Secured Notes Indenture), or any Stock Rights or Proceeds thereof in any such Capital Stock, (ii) which is subject to an agreement that expressly prohibits the assignment thereof, or the creation of a security interest therein (including, without limitation, Receivables (and Deposit Accounts holding proceeds of those Receivables) subject to a Permitted Accounts Receivables Securitization), (iii) to the Bankextent that any law or regulation applicable to such rights or property prohibits the assignment thereof or the creation of a security interest therein and (iv) to the extent that such collateral is not required to be pledged under Section 7.11(a), (c) or (d) of the Credit Agreement; provided, however, that such rights and it is a condition hereof that property described in the event the Borrower should well preceding clauses (ii) and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment (iii) shall be void. But excluded from the Collateral only to the extent and for so long as such agreement (in the event case of any default by Borrower clause (ii)) or such law (in any obligation the case of clause (iii)) continues to expressly prohibit the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect creation of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under and upon the expiration of such prohibition, the rights and property as to which such prohibition previously applied shall automatically be included in the Collateral, without further action on the part of the Assignor or the Collateral Agent; provided, further, that the Capital Stock of LPC pledged by TAI shall constitute Collateral, except that the exercise of any rights or remedies with respect to the Capital Stock of LPC shall be subject to the transfer restrictions set forth in the Joint Venture Agreement dated as of October 18, 1993 between TAI and Kronos Louisiana, Inc. (d) Notwithstanding Sections 1.1(a) and (b), for the avoidance of doubt, Collateral shall not include Capital Stock and equity interests, or portion thereof, of Persons organized outside the United States which would otherwise be required to be pledged to the Collateral Agent pursuant to the terms hereof (“Foreign Equity Interests”) but which are pledged pursuant to collateral documents (“Foreign Pledge Documents”) governed by the laws of a jurisdiction other than any State or Federal laws of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery United States of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignmentAmerica.

Grant of Security Interests. The Borrower hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank a security interest in and to the following, and to the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.33.1.1.1. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s name, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrower’s right, title and interest in and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and the proceeds thereof 2.8.1.9. Borrower’s right, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and all of the foregoing (the “Collateral”), as security for the full and timely payment and satisfaction of all of the Borrower’s obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignment.

Grant of Security Interests. The Borrower Subject to the terms and conditions hereof (including the terms and conditions relating to the release of the security interests granted hereby pledgescontained in Article V and Article IX) and subject to the receipt by Pledgor of the Firm Purchase Price at the First Time of Delivery (and, in the case of the Pledged Items referred to in Section 2.3, receipt by Pledgor of the Additional Purchase Price at any Subsequent Time of Delivery, in the case of the Pledged Items referred to in Section 2.4, the election of Cash Settlement pursuant to Section 2.3(d) of the Contract and, in the case of the Pledged Items referred to in Section 4.1 (b) , the delivery of such additional Collateral in accordance with Section 5.4), in order to secure the performance by Pledgor of its obligations under the Contract and to secure the observance and performance of the covenants and agreements contained in this Agreement and in the Contract, Pledgor hereby collaterally assigns, conveys, mortgages, transfers pledges and grants to Bank the Collateral Agent, as agent of and for the benefit of Purchaser, a security interest in and to the followingto, and to the extent the documents, instruments or other items evidencing a Lien upon and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line right of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s nameset-off against, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. BorrowerPledgor’s right, title and interest in in, to and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and under the proceeds thereof 2.8.1.9. Borrower’s rightfollowing, title and interest in and to any hazard insurance, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisals, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, tangible or intangible, wherever located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired arising: (i) all Ordinary Shares legally or createdbeneficially owned by the Pledgor on the date hereof, whether owned beneficially or of record being the Pledged Items described in Sections 2.2 and whether owned individually2.3, jointly or otherwisethe Pledged Items described in 2.4, together with any and 4.1(b) and all Ordinary Shares legally or beneficially owned by the Pledgor from time to time hereafter; (ii) any Eligible Collateral identified on a certificate delivered pursuant to Section 5.2 or 5.3 hereof; (iii) any ADSs delivered in exchange for Ordinary Shares included in the Pledged Items (and any rights Pledgor has to receive such ADSs pursuant to the Deposit Agreement following the deposit of such Ordinary Shares with the ADS Depositary); (iv) the Pledged Account and all Cash, securities and other property now or hereafter deposited therein; (v) all additions to and substitutions for any of the foregoing; (vi) all income, products and proceeds thereofand collections (including dividends, all payments and other distributions and interest) received or to be received, or derived or to be derived, now or any time hereafter from or in connection with any of the foregoing; (vii) all powers and rights now owned or hereafter acquired under or with respect thereto to the Pledged Items; (viii) Pledgor’s rights to receive reimbursement under Article II of the Parent Reimbursement Agreement; and any and (ix) Pledgor’s interest in those of the Parent’s rights under the Ultimate Parent Reimbursement Agreement that have been pledged to Pledgor by the Parent pursuant to the Reimbursement Security Agreement (all renewalsof the foregoing, including such Pledged Items, additions, substitutions, modifications income, products and extensions of any proceeds, collections, powers and all of the foregoing (rights being collectively called the “Collateral”). Subject to the provisions of Article VII, as security for the full and timely payment and satisfaction of Collateral Agent shall have all of the Borrower’s obligations hereunder rights, remedies and under recourses with respect to the Master Promissory Note, or under any other note or agreement with Collateral afforded a secured party by the BankUCC, in all cases as addition to, and when due. Items released not in writing by Bank from time to time from limitation of, the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower other rights, remedies and recourses afforded to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under Collateral Agent by this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms of the Uniform Commercial Code in the above described Collateral and all remedies afforded by the Uniform Commercial Code for default are hereby granted unto the Bank. Furthermore, the pledge created hereunder may be perfected by the delivery of the Mortgage Notes to a third party as bailee and failure of Bank to have physical possession thereof shall not in such event invalidate this pledge or its perfection, if such bailee is given notice of this assignmentAgreement.

Grant of Security Interests. The Borrower To secure the payment and performance in full of all Secured Obligations, each Pledgor hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a security interest in in, and each Pledgor hereby pledges and collaterally assigns to the followingAdministrative Agent, and to for the extent the documents, instruments or other items evidencing and representing the following have not been delivered to Borrower, Borrower hereby covenants and agrees to deliver such documents, instruments or other items (the “Collateral”) to Bank: 2.8.1.1. The Mortgage Note for or with respect to each Eligible Mortgage Loan funded in whole or in part with an Advance under this Line of Credit, and all benefit of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any Administrative Agent and all contract rights of Borrower under or with respect to each Lock for an Eligible Mortgage Loan, including, but not limited to, the right to collect and retain the proceeds from the sale of any Eligible Mortgage Loan to a Qualified Investor (or any other purchaser should the Qualified Investor fail or refuse to Purchase the Eligible Mortgage Loan), together with any guarantees, security interests, escrows and deposits, if any, securing payments thereof arising from or under the contract and/or the Lock 2.8.1.3. All of its right, title and interest in and to the Mortgages and other instruments securing the payment of the indebtedness evidenced by the Mortgage Notes including, but not limited to, all escrows included thereunder and all servicing rights and proceeds from the sale of servicing rights, (and Borrower hereby subrogates the Bank to its position as lien holder to the end that Bank may, at its election, exercise, if necessary, in Borrower’s nameSecured Parties, all of the rights of the beneficiary of said Mortgages and other similar security instruments) 2.8.1.4. All proceeds from the sale or transfer of each Eligible Mortgage Loan 2.8.1.5. All deposits of Borrower (whether general or special, time or demand, provisional or final, or individual or joint) maintained with or at Bank or any of its affiliates, custodians or designees 2.8.1.6. All escrows, deposits, and other monies or consideration received by or on behalf of Borrower with respect to each Eligible Mortgage Loan funded, in whole or in part with an Advance under this Line of Credit, including, but not limited to, escrows for insurance, taxes and interest and payments made under the Eligible Mortgage Loan by the Mortgagor 2.8.1.7. All proceeds of any hazard insurance which may arise from damage to or destruction of any property directly or indirectly securing Borrower’s indebtedness which may arise under this Agreement 2.8.1.8. Borrowersuch Pledgor’s right, title and interest in in, to and to any private mortgage insurance in effect with respect to such Eligible Mortgage Loans and under the proceeds thereof 2.8.1.9. Borrower’s rightfollowing, title and interest in and to any hazard insurancewhether now owned or existing or hereafter acquired, liability insurance and title insurance pertaining to the residences encompassed by the Eligible Mortgage Loans and proceeds thereof 2.8.1.10. All appraisalscreated or arising, surveys, insurance certificates, termite reports and other loan documents pertaining to the Eligible Mortgage Loans delivered to the Bank. 2.8.1.11. All general intangibles pertaining to the Eligible Mortgage Loans delivered to the Bank 2.8.1.12. All of the Borrower’s ledger and account cards, computer tapes, disks and printouts, and books and records of Borrower; and any and all other properties and assets of Borrower of whatever nature, whether tangible or intangible, wherever and regardless of where located and whether now or hereafter existing relating to the Eligible Mortgage Loans delivered to the Bank whether now existing or hereafter acquired or created, whether owned beneficially or of record and whether owned individually, jointly or otherwise, together with any and all products and proceeds thereof, all payments and other distributions with respect thereto and any and all renewals, substitutions, modifications and extensions of any and (all of the foregoing (which are collectively referred to as the “Collateral”)): (i) all Pledged Equity Collateral; (ii) all Investment Property, as security for the full General Intangibles, Payment Intangibles, contract rights and timely payment and satisfaction of all certificates evidencing, constituting or representing any of the Borrower’s obligations hereunder and under the Master Promissory Note, or under any other note or agreement with the Bank, in Pledged Equity Collateral; (iii) all cases as and when due. Items released in writing by Bank from time to time from the lien of this Agreement shall no longer be considered Collateral hereunder. But this assignment is made for the purpose of securing an indebtedness of the Borrower to the Bank, and it is a condition hereof that in the event the Borrower should well and fully perform all its duties, both direct and indirect, as obligor under this Agreement and the Master Promissory Note heretofore executed, together with any and all other obligations of Borrower, this assignment shall be void. But in the event of any default by Borrower in any obligation to the Bank or under any other agreement or promissory note, then, and in such event, Bank shall have all rights accorded Borrower under such documents, and Bank may take and receive all payment under the Mortgage Note(s) and other Collateral assigned hereby and any and all proceeds or product thereof, and take any legal action Supporting Obligations in respect of such Collateral as the Borrower might absent this assignment. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank a security interest, under the terms any of the Uniform Commercial Code in Pledged Equity Collateral; (iv) all books, records and other documentation of such Pledgor relating to any of the above described Collateral Pledged Equity Collateral; and (v) all Proceeds of each of the foregoing and all remedies afforded by substitutions and replacements of each of the Uniform Commercial Code for default are hereby granted unto foregoing; provided, however, that the Bank. FurthermoreCollateral shall not include (i) any Excluded Property and (ii) with respect to each Affected Foreign Subsidiary of any Pledgor, the pledge created hereunder may be perfected by the delivery applicable Pledged Equity Interests thereof having voting power in excess of 65% of the Mortgage Notes voting power of all classes of such Pledged Equity Interests; provided further that no pledge of the Equity Interests of a First Tier Foreign Subsidiary shall be required hereunder to a third party as bailee and failure of Bank to have physical possession thereof shall not in the extent such event invalidate this pledge or its perfection, if such bailee is given notice of this assignmentprohibited by applicable Law.