Common use of Precautionary Security Interest Clause in Contracts

Precautionary Security Interest. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, in the event that, for any reason, any transaction hereunder concerning a Mortgage Loan is construed by any Regulatory Authority as a borrowing or financing, rather than a true sale and absolute conveyance of the Mortgage Loan, Seller and MBF intend and agree that MBF shall have a perfected first priority security interest in such Mortgage Loan purchased hereunder. In such case, Seller shall be deemed to have hereby granted to MBF (and possession of any promissory notes, instruments or documents by Seller or any Successor Servicer as servicer shall constitute possession on behalf of MBF for this purpose) a security interest in and lien upon the Mortgage Loan, the Mortgage Note, any applicable Takeout Commitment, all servicing rights and other rights and privileges appurtenant thereto, the Custodial Account, and all proceeds of any and all of the foregoing. Seller shall also be deemed to have granted to MBF a security interest in and lien upon all Hedging Arrangements applicable to such Mortgage Loan, all accounts in which those Hedging Arrangements are held, all rights to payments arising under such Hedging Arrangements, and all proceeds of any of the foregoing, except that this security interest shall apply only to rights and benefits, including rights to payments, related to that Mortgage Loan. In such an event, Seller agrees that such security interest shall be of first priority and shall be free and clear of adverse claims, liens and interests. In such event, this Agreement shall constitute a security agreement, and MBF shall have all of the rights of a secured party under applicable law. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, and merely as a precaution in the event that any transaction hereunder may be so construed, Seller authorizes MBF to file a financing statement for the above-described collateral and, at MBF’s request, Seller and MBF will enter into a precautionary control agreement with the depository Eligible Bank with respect to the Custodial Account and any account in which a Hedging Arrangement is held.

Precautionary Security Interest. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, in the event that, for any reason, any transaction hereunder concerning a Mortgage Loan is construed by any Regulatory Authority as a borrowing or financing, rather than a true sale and absolute conveyance of the Mortgage Loan, Seller and MBF intend and agree that MBF shall have a perfected first priority security interest in such Mortgage Loan purchased hereunderhereunder and in all Mortgage-backed Securities and Participation Certificates created on the basis of such Mortgage Loan. In such case, Seller shall be deemed to have hereby granted to MBF (and possession of any promissory notes, instruments or documents instruments, documents, securities and certificates by Seller or any Successor Servicer as servicer shall constitute possession on behalf of MBF for this purpose) a security interest in and lien upon the Mortgage Loan, the Mortgage Note, any applicable Takeout CommitmentCommitment (to the extent assignable by Seller), any related Mortgage-backed Security or Participation Certificate, all servicing rights and other rights and privileges appurtenant thereto, the Custodial Account, and all proceeds of any and all of the foregoing. Seller shall also be deemed to have granted to MBF a security interest in and lien upon all Hedging Arrangements applicable to such Mortgage Loan, all accounts in which those Hedging Arrangements are held, all rights to payments arising under such Hedging Arrangements, and all proceeds of any of the foregoing, except that this security interest shall apply only to rights and benefits, including rights to payments, related to that Mortgage Loan. In such an event, Seller agrees that such security interest shall be of first priority and shall be free and clear of adverse claims, liens and interests. In such event, this Agreement shall constitute a security agreement, and MBF shall have all of the rights of a secured party under applicable law. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, and merely as a precaution in the event that any transaction hereunder may be so construed, Seller authorizes MBF to file a financing statement for the above-described collateral and, at collateral. At MBF’s request, Seller and MBF will enter into a precautionary control agreement with the depository Eligible Bank with respect to the Custodial Account Account. Seller will also deliver possession of Mortgage Securities to MBF, will register all Mortgage Securities in MBF’s name by book entries, and any account in which a Hedging Arrangement is heldwill take such other actions to perfect its precautionary security interest as MBF requests.

Precautionary Security Interest. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, in the event that, for any reason, any transaction hereunder concerning a Mortgage Loan is construed by any Regulatory Authority as a borrowing or financing, rather than a true sale and absolute conveyance of the Mortgage Loan, Seller and MBF intend and agree that MBF shall have a perfected first priority security interest in such Mortgage Loan purchased hereunder. In such case, Seller shall be deemed to have hereby granted to MBF (and possession of any promissory notes, instruments or documents by Seller or any Successor Servicer as servicer shall constitute possession on behalf of MBF for this purpose) a security interest in and lien upon the Mortgage Loan, the Mortgage Note, any applicable Takeout Commitment, all servicing rights and other rights and privileges appurtenant thereto, the Custodial Account, and all proceeds of any and all of the foregoing. Seller shall also be deemed to have granted to MBF a security interest in and lien upon all Hedging Arrangements applicable to such Mortgage Loan, all accounts in which those Hedging Arrangements are held, all rights to payments arising under such Hedging Arrangements, and all proceeds of any of the foregoing, except that this security interest shall apply only to rights and benefits, including rights to payments, related to that Mortgage Loan. In such an event, Seller agrees that such security interest shall be of first priority and shall be free and clear of adverse claims, liens and interests. In such event, this Agreement shall constitute a security agreement, and MBF shall have all of the rights of a secured party under applicable law. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, and merely as a precaution in the event that any transaction hereunder may be so construed, Seller authorizes MBF to file a financing statement for the above-described collateral and, at MBF’s request, Seller and MBF will enter into a precautionary control agreement with the depository Eligible Bank with respect to the Custodial Account and any account in which a Hedging Arrangement is heldAccount.

Precautionary Security Interest. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, in the event that, for any reason, any transaction hereunder concerning a Mortgage Purchased Loan is construed by any Regulatory Authority as a borrowing or financing, rather than a true sale and absolute conveyance of the Mortgage Purchased Loan, Seller and MBF Buyer intend and agree that MBF Buyer shall have a perfected first priority security interest in such Mortgage Purchased Loan purchased hereunder. In such case, Seller shall be deemed to have hereby granted to MBF Buyer (and possession of any promissory notes, instruments or documents by Seller or any Successor Servicer as servicer shall constitute possession on behalf of MBF Buyer for this purpose) a first priority security interest in and lien upon upon: (i) the Mortgage LoanPurchased Loan and the Servicing Rights related thereto, (ii) the Mortgage Note, and all other documents comprising the Credit File, the Wet Funding Documents Package or the Dry Funding Documents Package, as applicable, (iii) the Servicing File and Servicing Records, (iv) and all rights of Seller to receive from any third party or to take delivery of any such documents which constitute a part of the Credit File, the Wet Funding Documents Package or the Dry Funding Documents Package, as applicable, Servicing Records or Servicing File, (v) any applicable Takeout CommitmentCommitment and any purchase agreements or other agreements, contracts or take-out commitments relating to or constituting any or all servicing of the foregoing and all rights to receive documentation relating thereto, (vi) all related Income, (vii) all mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Loans and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (viii) all other insurance policies and privileges appurtenant theretoproceeds and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, (ix) all other collateral pledged to secure the Purchased Loan, the Custodial AccountAccount and all amounts on deposit therein, (x) all “accounts”, “chattel paper”, “commercial tort claims”, “deposit accounts”, “documents,” “equipment”, “general intangibles”, “goods”, “instruments” , “inventory”, “investment property”, “letter of credit rights”, and “securities” accounts” as each of those terms is defined in the UCC, (xii) all cash and Cash Equivalents and all products and proceeds relating to or constituting any or all of the foregoing, and (xii) any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing and all proceeds of any and all of the foregoingforegoing (the “Purchased Assets”). Seller shall also be deemed to have granted to MBF Buyer a first priority security interest in and lien upon all Hedging Arrangements applicable to such Mortgage Purchased Loan, all accounts in which those Hedging Arrangements are held, all rights to payments arising under such Hedging Arrangements, and all proceeds of any of the foregoing, except that this security interest shall apply only to rights and benefits, including rights to payments, related to that Mortgage Purchased Loan. In such an event, Seller agrees that such security interest shall be of first priority and shall be free and clear of adverse claims, liens and interests. In such event, this Agreement shall constitute a security agreement, and MBF Buyer shall have all of the rights of a secured party under applicable law. Without prejudice to the provisions of Section 9.1 and the expressed intent of the parties, and merely as a precaution in the event that any transaction hereunder may be so construed, Seller authorizes MBF Buyer to file a financing statement for the above-described collateral and, at MBF’s request, Seller and MBF will enter into collateral. The foregoing provisions are intended to constitute a precautionary control security agreement with the depository Eligible Bank with respect or other arrangement or other credit enhancement related to the Custodial Account Agreement and any account in which a Hedging Arrangement is heldthe transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of Title 11 of the USC.