Common use of Security for Notes Clause in Contracts

Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) the obligations of the Company, in its capacity as Guarantor pursuant to Section 10 of the Securities Purchase Agreement, and (b) the due performance of and compliance by the Company with all the terms of and all the obligations of the Company to the Holders under the Subsidiary Guaranty of the Company (the “Guaranty”) and the Securities Purchase Agreement (all the foregoing contained in subclauses (a) and (b) hereinafter referred to as the “Secured Obligations”). For the purposes hereof, the term “Holder” or “Holders” shall mean each Purchaser (so long as it holds any of the Notes) and any other holder of the Notes. The Purchasers have entered into a Collateral Agency Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Collateral Agency Agreement”) to act as their agent to take possession of and hold the Pledged Security on their behalf.

Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement and under any Related Document, the due and punctual observance and performance of all other obligations of the CompanyCity under this Agreement and under the Related Documents, a lien on and security interest in its capacity as Guarantor pursuant the following: (i) the proceeds from the sale of bonded indebtedness issued to Section 10 of refund outstanding Notes; and (ii) the Securities Purchase Agreement, and amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes. (b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of and compliance by the Company with all the terms of and all the other obligations of the Company City under this Agreement, subject only to the Holders under the Subsidiary Guaranty provisions of the Company (Ordinance permitting the “Guaranty”) application thereof for purposes and on the Securities Purchase terms and conditions set forth therein, a lien on, pledge of and security interest in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement (all shall be subordinate only to the foregoing contained lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate ▇▇▇▇ ▇▇▇▇▇ and Separate Lien Obligations. The liens and security interests described in subclauses (aSection 2.11(a) and (b) hereinafter are referred to collectively as the “Secured ObligationsSecurity.” (c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security. (d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. In the event Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the lien on and security interest in the Pledged Revenues. (e) The pecuniary obligations of the City under this Agreement are not payable from funds raised or to be raised from taxation. (120) days and no less than ninety (90) days prior to the Stated Expiration Date (the “Deadline”). For the purposes hereof, the term “Holder” or “Holders” shall mean City may request in writing to the Bank (each Purchaser (so long as it holds any such request being irrevocable) an extension of the NotesStated Expiration Date. If the City shall make such a request prior to the Deadline, the Bank shall, within thirty (30) days of such request, notify the City in writing whether or not the Bank consents to such request and the terms and conditions upon which the Bank will consent to such request (including conditions relating to pricing and legal documentation). The Bank shall have no obligation whatsoever to consent to any request for an extension of the Stated Expiration Date, and any other holder such extension shall be subject to approval by the Bank. If the Bank shall not notify the City of the Notes. The Purchasers have entered into a Collateral Agency Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented or otherwise modified from time Bank’s consent to time in accordance with the provisions thereofsuch extension, the “Collateral Agency Bank shall be deemed to have rejected the City’s request for an extension. If the Bank (in its sole and absolute discretion) shall agree to extend the Stated Expiration Date, then the Bank and the City shall enter into an amendment of this Agreement”) to act as their agent to take possession of and hold the Pledged Security on their behalf.

Security for Notes. This The Notes will be entitled to the benefit of the Security Documents. The Company Obligations shall be secured by a perfected first priority security interest (subject only to the Permitted Liens, if and to the extent the Permitted Liens are entitled to priority under applicable law, and to the requirements of the Intercreditor Agreement is made and the Collateral Agency Agreement) in substantially all of the assets of the Company and MFCC, whether now owned or hereafter acquired and wherever located, pursuant to the terms of the Security Documents, including a pledge by the Company of one hundred percent (100%) of the Capital Stock owned by the Company of each of its Subsidiaries, subject to limitations imposed by applicable law with respect to any particular Subsidiary, and to the receipt of consents (including lender consents) as may be required under other loan documents for any particular Subsidiary, provided that the Company shall have used its best efforts to obtain such consents, with the Company acknowledging that the pledge of (and subsequent enforcement of the security interest in) the stock of Media requires no such consent. In addition, the Company Obligations shall be secured by a first priority perfected pledge by the Company in favor of the Intercreditor Collateral Agent pursuant to of its beneficial and ownership interests in the Securities Purchase Agreement dated February 11SPV, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) the obligations of Agent and the CompanyFunding Banks, in its capacity as Guarantor pursuant to Section 10 of together with the Securities Purchase Agreement, and (b) the due performance of and compliance granting by the Company with all of a first priority perfected security interest in favor of the Intercreditor Collateral Agent, for the benefit of the Holders, the Agent and the Funding Banks, in any claims the Company may now or hereafter have against the SPV, pursuant to the SPV Pledge Agreement, provided that, notwithstanding any provision to the contrary contained herein or in any of the Note Documents, voting, disposition or other remedies may not be exercised against such pledge or security interest until such time as the loans under the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility have been paid or have been declared to be due and payable prior to their scheduled maturity (which for clarity shall not include rapid amortization under the ▇▇▇▇▇▇▇ ▇▇▇▇▇ Facility). The Company Obligations shall also be guaranteed by the Guarantors pursuant to the terms of and all the obligations Guaranties (subject, in the case of Media, to the terms of the Company to the Holders under the Subsidiary Guaranty of the Company (the “Guaranty”) and the Securities Purchase Agreement (all the foregoing contained in subclauses (a) and (b) hereinafter referred to as the “Secured Obligations”). For the purposes hereof, the term “Holder” or “Holders” shall mean each Purchaser (so long as it holds any of the Notes) and any other holder of the Notes. The Purchasers have entered into a Collateral Agency Agreement dated as and, in the case of February 11MFCC, 1997 to the terms of the Intercreditor Agreement); provided, however, that the Guaranty with respect to Media shall provide that, with the Collateral prior written consent of the Agent (as amendedand the Holders, restatedwhich consent shall not be conditioned on any requirement to repay Indebtedness, supplemented such Guaranty of Media shall be released upon any sale, transfer, public offering, merger, consolidation or otherwise modified from time to time in accordance with other similar event involving the provisions thereof, change of at least 33% of the “Collateral Agency Agreement”) to act as their agent to take possession legal and beneficial ownership of and hold the Pledged Security on their behalfMedia. 3. Amendment of Section 5.5

Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under (i) the proceeds from the sale of bonded indebtedness issued to refund outstanding Notes; and (ii) the amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes. (b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of all other obligations of the CompanyCity under this Agreement, in its capacity as Guarantor pursuant subject only to Section 10 the provisions of the Securities Purchase AgreementOrdinance permitting the application thereof for purposes and on the terms and conditions set forth therein, and (b) the due performance a lien on, pledge of and compliance by security interest in the Company with all Pledged Revenues; provided, however, that the terms lien on, pledge of and all security interest in the obligations Pledged Revenues to secure payment of the Company Notes and other amounts payable under this Agreement shall be subordinate only to the Holders under the Subsidiary Guaranty lien on and pledge of the Company (Pledged Revenues securing the “Guaranty”) payment of the principal of and the Securities Purchase Agreement (all the foregoing contained interest on Subordinate ▇▇▇▇ ▇▇▇▇▇ and Separate Lien Obligations. The liens and security interests described in subclauses (aSection 2.11(a) and (b) hereinafter are referred to collectively as the “Secured ObligationsSecurity.”) (c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security. (d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. For In the purposes hereofevent Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the term “Holder” or “Holders” shall mean each Purchaser (so long as it holds any City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the Noteslien on and security interest in the Pledged Revenues. (e) and any other holder The pecuniary obligations of the Notes. The Purchasers have entered into a Collateral Agency City under this Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented are not payable from funds raised or otherwise modified to be raised from time to time in accordance with the provisions thereof, the “Collateral Agency Agreement”) to act as their agent to take possession of and hold the Pledged Security on their behalftaxation.

Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement and under any Related Document, the due and punctual observance and performance of all other obligations of the CompanyCity under this Agreement and under the Related Documents, a lien on and security interest in its capacity as Guarantor pursuant the following: (i) the proceeds from the sale of bonded indebtedness issued to Section 10 of refund outstanding Notes; and (ii) the Securities Purchase Agreement, and amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes. (b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of and compliance by the Company with all the terms of and all the other obligations of the Company City under this Agreement, subject only to the Holders under the Subsidiary Guaranty provisions of the Company (Ordinance permitting the “Guaranty”) application thereof for purposes and on the Securities Purchase terms and conditions set forth therein, a lien on, pledge of and security interest in the Pledged Revenues; provided, however, that the lien on, pledge of and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement (all shall be subordinate only to the foregoing contained lien on and pledge of the Pledged Revenues securing the payment of the principal of and interest on Subordinate ▇▇▇▇ ▇▇▇▇▇ and Separate Lien Obligations. The liens and security interests described in subclauses (aSection 2.11(a) and (b) hereinafter are referred to collectively as the “Secured ObligationsSecurity.”) (c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security. (d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. For In the purposes hereofevent Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the term “Holder” or “Holders” shall mean each Purchaser (so long as it holds any City agrees to take such action necessary to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the Noteslien on and security interest in the Pledged Revenues. (e) and any other holder The pecuniary obligations of the Notes. The Purchasers have entered into a Collateral Agency City under this Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented are not payable from funds raised or otherwise modified to be raised from time to time in accordance with the provisions thereof, the “Collateral Agency Agreement”) to act as their agent to take possession of and hold the Pledged Security on their behalftaxation.

Security for Notes. This Agreement is made by the Company in favor of the Collateral Agent pursuant to the Securities Purchase Agreement dated February 11, 1997 (as amended, restated, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “Securities Purchase Agreement”) by and among Home Asset Management Corp., a Delaware corporation (the “Issuer”), the Company, American Residential Investment Trust, Inc., a Maryland corporation (“Reit”), and each of the purchasers listed on the signature pages thereto (the “Purchasers”), providing, among other things, for the purchase by the Purchasers of $25,000,000 aggregate principal amount of the Issuer’s 12% Senior Secured Notes due February 11, 2002 (the “Notes”), and in order to induce the Purchasers to enter into the Securities Purchase Agreement and to purchase the Notes thereunder. The agreements of and pledge by the Company hereunder are in favor of the Collateral Agent for the benefit of the Holders, to secure (a) The City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement and under any Related Document, the due and punctual observance and performance of all other obligations of the CompanyCity under this Agreement and under the Related Documents, a lien on and security interest in its capacity as Guarantor pursuant the following: (i) the proceeds from the sale of bonded indebtedness issued to Section 10 of refund outstanding Notes; and (ii) the Securities Purchase Agreement, and amounts held in the Note Payment Fund until the amounts deposited therein are used for authorized purposes. (b) In addition, the City hereby pledges and grants to the Bank, on an equal and ratable basis with the holders of the Commercial Paper Notes and the holders of the Parity Lien Obligations, as collateral security for the payment by the City of all amounts now or at any time hereafter payable to the Bank under this Agreement, the due and punctual observance and performance of and compliance by the Company with all the terms of and all the other obligations of the Company City under this Agreement, subject only to the Holders under the Subsidiary Guaranty provisions of the Company (Ordinance permitting the “Guaranty”) application thereof for purposes and on the Securities Purchase terms and conditions set forth therein, a lien on and security interest in the Pledged Revenues; provided, however, that the lien on and security interest in the Pledged Revenues to secure payment of the Notes and other amounts payable under this Agreement (all shall be subordinate only to the foregoing contained lien and pledge of the Pledged Revenues securing the payment of the principal of and interest on Priority Lien Obligations. The liens and security interests described in subclauses (aSection 2.11(a) and (b) hereinafter are referred to collectively as the “Secured ObligationsSecurity.”) (c) The Bank acknowledges that the pecuniary obligations of the City under this Agreement in the nature of fees due hereunder or under the Fee Letter or any other amounts owed to the Bank hereunder or under any other Related Document are secured by and payable solely from the Security. (d) Chapter 1208, Texas Government Code provides that no filing, registering, recording or publication of this Agreement or the Fee Letter is required to establish a pledge of Pledged Revenues to perfect, protect or maintain the lien securing the obligations of the City under this Agreement or the Fee Letter. For In the purposes hereofevent Chapter 1208, Texas Government Code is amended at any time while any obligations of the City remain outstanding under this Agreement, or the Fee Letter, such that the lien on the Pledged Revenues is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, the term “Holder” or “Holders” shall mean each Purchaser (so long as it holds any City agrees to take such action to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code, to maintain perfection of the Noteslien on the Pledged Revenues. (e) and any other holder The pecuniary obligations of the Notes. The Purchasers have entered into a Collateral Agency City under this Agreement dated as of February 11, 1997 with the Collateral Agent (as amended, restated, supplemented are not payable from funds raised or otherwise modified to be raised from time to time in accordance with the provisions thereof, the “Collateral Agency Agreement”) to act as their agent to take possession of and hold the Pledged Security on their behalftaxation.