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 (a) As security for the prompt and grants to Bank a security interest in complete payment 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 performance when due of Credit, and all of the indebtedness evidenced by such Mortgage Notes 2.8.1.2. Any Obligations, each Assignor does hereby assign and transfer unto the Collateral Agent, and does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, a continuing security interest of first priority in, 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 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 specialfollowing, 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 createdfrom time to time acquired: (i) each and every Receivable, whether owned beneficially or of record and whether owned individually, jointly or otherwise(ii) all Contracts, together with any all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account (1) the Concentration Account, (2) all moneys, checks, drafts, securities and instruments deposited or required to be deposited in the Concentration Account, (3) all investments and all products certificates and proceeds thereofinstruments, if any, from time to time representing or evidencing such investments and (4) all payments interest, dividends, cash, investments and other distributions property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing items listed under subclauses (1) through (3), (x) the Concentration Account Consent Letter and each other agreement from time to time entered into by any Assignor with the Concentration Account Bank and all rights of such Assignor under the Concentration Account Consent Letter and each other agreement from time to time entered into by any Assignor with the Concentration Account Bank with respect thereto and any to the Concentration Account and all renewalsrights of such Assignor under the Concentration Account Consent Letter, substitutions(xi) all other Goods, modifications General Intangibles, Chattel Paper, Documents and extensions Instruments (other than the Pledged Securities) and (xii) all Proceeds and products 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 above, collectively, the Master Promissory Note"Collateral"), provided, however, that if any Contract prohibits, or under any other note or agreement requires the consent for (in accordance with the Bankterms thereof after giving effect to any applicable laws), in all cases as and when due. Items released in writing by Bank from time to time from the lien granting 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 Banka security interest therein, and it is a condition hereof that or in the event the Borrower should well granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent (and fully perform all its duties, both direct and indirectonly to the extent) necessary so that such Contract may not be so violated or no such violation of law shall exist, as obligor the case may be. (b) The security interest of the Collateral Agent under this Agreement and the Master Promissory Note heretofore executed, together with any and extends to 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 kind which is 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 subject of this assignmentAgreement which any Assignor may acquire at any time during the continuation of this Agreement.

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 2.8.1.3. 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 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.

Grant of Security Interests. The As collateral security for the Borrower’s obligations to pay the Lender Debt when due and payable and its indemnification obligations to the Lender Group hereunder, the Borrower hereby pledges, assigns, conveys, mortgages, transfers and grants to Bank the Agent for the benefit of the Lender Group a first‐priority Lien (subject only to Permitted Liens) on and 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 right of Credit, and set‐off against 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 rightrights, title and interest of the Borrower 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 following assets 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 createdacquired, whether owned beneficially or and wherever located (all of record and whether owned individually, jointly or otherwisethe following, together with any and all products and proceeds thereofother collateral provided by the Borrower under the other Loan Documents as security for the Lender Debt, 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”)): (1) all Receivables, as security for whether now owned or hereafter acquired; (2) all Collections; (3) to the full maximum extent permitted by law, each Lockbox and timely each Lockbox Account and amounts held therein, including, without limitation, all Collections; (4) all general intangibles and payment intangibles, and satisfaction any other rights to payment of every kind and description, and any contract rights, chattel paper, documents and instruments relating to the Receivables and all of the Borrower’s obligations hereunder rights and under remedies with respect to the Master Promissory NoteReceivables (including the creation, or under any other note or agreement with the Bank, in all cases as enforcement 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 collection of the Borrower Receivables) or the obligation of any Obligor with respect thereto; (5) all books and Records relating to the BankBorrower’s Receivables and the other items in (1) through (4) above; (6) all proceeds and products of each of items (1) through (5) above of any kind or nature and all accessions to, substitutions and replacements for, and it is a condition hereof that in rents, profits and products of, each of the event the Borrower should well and fully perform all its dutiesforegoing, 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 of any insurance, indemnity, warranty or product thereof, and take any legal action in respect of such Collateral as guaranty payable to the Borrower might absent this assignmentfrom time to time with respect to any of the foregoing. This assignment constitutes a pledge and creates and grants and Borrower hereby creates and grants to Bank Agreement shall constitute a security interest, under agreement within the terms meaning 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 assignmentUCC.

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 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 2.8.1.33.1.1.1. 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 (a) As security for the prompt and complete payment and performance when due of all of the Obligations, each Assignor does hereby pledgesassign and transfer unto the Collateral Agent, assignsand does hereby grant to the Collateral Agent for the benefit of the Secured Creditors, conveys, mortgages, transfers and grants to Bank a continuing security interest in of first priority in, all of the right, title and interest of such Assignor in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) each and every Receivable, (ii) all Contracts, together with all Contract Rights arising thereunder, (iii) all Inventory, (iv) the Cash Collateral Account and any other cash collateral account established for such Assignor and all moneys, securities and instruments deposited or required to be deposited in such Cash Collateral Account and any such other cash collateral account, (v) all Equipment, (vi) all Marks, together with the extent the documents, instruments or other items evidencing registrations and representing the following have not been delivered right 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 Creditall renewals thereof, and all the goodwill of the indebtedness evidenced business of such Assignor symbolized by the Marks, (vii) all Patents and Copyrights, (viii) all computer programs of such Mortgage Notes 2.8.1.2. Any Assignor and all contract intellectual property rights therein and all other proprietary information of Borrower under or with respect to each Lock for an Eligible Mortgage Loansuch Assignor, including, but not limited to, Trade Secret Rights, (ix) (1) the right Concentration Account, (2) all moneys, checks, drafts, securities and instruments deposited or required to collect be deposited in the Concentration Account, (3) all investments 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 all certificates and depositsinstruments, if any, securing payments thereof arising from time to time representing or under the contract and/or the Lock 2.8.1.3. All of its rightevidencing such investments and (4) all interest, title and interest in and to the Mortgages dividends, cash, investments and other instruments securing the payment property from time to time received, receivable or otherwise distributed in respect 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, or in Borrower’s name, exchange for any or all of the foregoing items listed under subclauses (1) through (3), (x) (1) the Concentration Account Consent Letter and each other agreement from time to time entered into by such Assignor with the Concentration Account Bank and all rights of such Assignor under the beneficiary of said Mortgages Concentration Account Consent Letter and each other similar security instruments) 2.8.1.4. All proceeds agreement from time to time entered into by such Assignor with 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 Concentration Account 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 fundedthe Concentration Account, 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 (xi) all other properties Goods, General Intangibles, Chattel Paper, Documents and assets of Borrower of whatever nature, tangible or intangible, wherever located Instruments (other than the Pledged Securities) 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 (xii) all Proceeds 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 above, collectively, the Master Promissory Note"Collateral"), provided, however, that if any Contract prohibits, or under any other note or agreement requires the consent for (in accordance with the Bankterms thereof after giving effect to any applicable laws), in all cases as and when due. Items released in writing by Bank from time to time from the lien granting 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 Banka security interest therein, and it is a condition hereof that or in the event the Borrower should well granting of a security interest in any Contract shall violate applicable law, then the security interest granted hereby shall be limited to the extent (and fully perform all its duties, both direct and indirectonly to the extent) necessary so that such Contract may not be so violated or no such violation of law shall exist, as obligor the case may be. (b) The security interest of the Collateral Agent under this Agreement and the Master Promissory Note heretofore executed, together with any and extends to 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 kind which is 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 subject of this assignmentAgreement which any Assignor may acquire at any time during the continuation of this Agreement.