OR ITS DESIGNEE, ITS AGENT, BAILEE OR CUSTODIAN AS ASSIGNEE OR
PLEDGED TO THE LENDER, OR FOR SUCH PURPOSE ARE REGISTERED BY BOOK-ENTRY IN THE
NAME OF THE LENDER (THE "PLEDGED SECURITIES").
(C)
ALL PRIVATE MORTGAGE INSURANCE AND ALL COMMITMENTS ISSUED BY THE
FHA OR VA TO INSURE OR GUARANTEE ANY MORTGAGE LOANS INCLUDED IN THE PLEDGED
MORTGAGES; ALL GUARANTIES RELATED TO PLEDGED SECURITIES; ALL PURCHASE
COMMITMENTS HELD BY THE COMPANY COVERING THE PLEDGED MORTGAGES OR THE PLEDGED
SECURITIES AND ALL PROCEEDS RESULTING FROM THE SALE THEREOF TO INVESTORS
PURSUANT THERETO; ALL PERSONAL PROPERTY, CONTRACT RIGHTS, SERVICING AND
SERVICING FEES AND INCOME OR OTHER PROCEEDS, AMOUNTS AND PAYMENTS PAYABLE TO THE
COMPANY AS COMPENSATION OR REIMBURSEMENT, ACCOUNTS AND GENERAL INTANGIBLES OF
WHATSOEVER KIND RELATING TO THE PLEDGED MORTGAGES, THE PLEDGED SECURITIES, AND
ALL OTHER DOCUMENTS OR INSTRUMENTS RELATING TO THE PLEDGED MORTGAGES, INCLUDING,
WITHOUT LIMITATION, ANY INTEREST OF THE COMPANY IN ANY FIRE, CASUALTY OR HAZARD
INSURANCE POLICIES AND ANY AWARDS MADE BY ANY PUBLIC BODY OR DECREED BY ANY
COURT OF COMPETENT JURISDICTION FOR A TAKING OR FOR DEGRADATION OF VALUE IN ANY
EMINENT DOMAIN PROCEEDING AS THE SAME RELATE TO THE PLEDGED MORTGAGES.
(D)
ALL RIGHT, TITLE AND INTEREST OF THE COMPANY IN AND TO ALL ESCROW
ACCOUNTS, DOCUMENTS, INSTRUMENTS, FILES, SURVEYS, CERTIFICATES, CORRESPONDENCE,
APPRAISALS, COMPUTER PROGRAMS, TAPES, DISCS, CARDS, ACCOUNTING RECORDS
(INCLUDING ALL INFORMATION, RECORDS, TAPES, DATA, PROGRAMS, DISCS AND CARDS
NECESSARY OR HELPFUL IN THE ADMINISTRATION OR SERVICING OF THE FOREGOING
COLLATERAL) AND OTHER INFORMATION AND DATA OF THE COMPANY RELATING TO THE
FOREGOING COLLATERAL.
(E)
ALL NOW EXISTING OR HEREAFTER ACQUIRED CASH DELIVERED TO OR
OTHERWISE IN THE POSSESSION OF THE LENDER OR ANY LENDER OR ITS AGENT, BAILEE OR
CUSTODIAN OR DESIGNATED ON THE BOOKS AND RECORDS OF THE COMPANY AS ASSIGNED AND
PLEDGED TO THE LENDER.
20
(F)
ALL MONEY, PROPERTY, DEPOSIT ACCOUNTS, ACCOUNTS, SECURITIES,
DOCUMENTS, CHATTEL PAPER, CLAIMS, DEMANDS, INSTRUMENTS, ITEMS OR DEPOSITS OF THE
COMPANY NOW HELD OR HEREAFTER COMING WITHIN LENDER'S CUSTODY OR CONTROL,
INCLUDING, WITHOUT LIMITATION, THE FUNDING ACCOUNT.
(G)
ALL ACCOUNTS, CHATTEL PAPER, INSTRUMENTS, GENERAL INTANGIBLES,
CERTIFICATED SECURITIES, UNCERTIFICATED SECURITIES, AND INVESTMENT PROPERTY, AS
THOSE TERMS ARE DEFINED IN THE TEXAS UNIFORM COMMERCIAL CODE, ARISING FROM OR
RELATING TO ANY OF THE FOREGOING COLLATERAL.
(H)
ALL CASH AND NON-CASH PROCEEDS OF THE FOREGOING COLLATERAL,
INCLUDING ALL DIVIDENDS, DISTRIBUTIONS AND OTHER RIGHTS IN CONNECTION WITH, AND
ALL ADDITIONS TO, MODIFICATIONS OF AND REPLACEMENTS FOR, THE FOREGOING
COLLATERAL, AND ALL PRODUCTS AND PROCEEDS OF THE FOREGOING COLLATERAL, TOGETHER
WITH WHATEVER IS RECEIVABLE OR RECEIVED WHEN THE FOREGOING COLLATERAL OR
PROCEEDS THEREOF ARE SOLD, COLLECTED, EXCHANGED OR OTHERWISE DISPOSED OF,
WHETHER SUCH DISPOSITION IS VOLUNTARY OR INVOLUNTARY, INCLUDING, WITHOUT
LIMITATION, ALL RIGHTS TO PAYMENT WITH RESPECT TO ANY CAUSE OF ACTION AFFECTING
OR RELATING TO THE FOREGOING COLLATERAL OR PROCEEDS THEREOF.
3.2
SECURITY INTEREST IN MORTGAGE-BACKED SECURITIES.
THE COMPANY'S
ABILITY TO CONVERT MORTGAGE LOANS THAT ARE WITHIN THE COLLATERAL TO
MORTGAGE-BACKED SECURITIES
ARE SUBJECT TO THE FOLLOWING CONDITIONS:
(A)
PLEDGED