Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Walter Investment Management Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection AccountSecurities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptAsset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Buyer and Seller acknowledges hereby agree that it has no rights in order to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubtfurther secure Seller’s Obligations hereunder, Seller grants, assigns and pledges hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Rights and proceeds related thereto and in all instancesFacility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter createdcreated (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the buyer under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire Obligations (as defined in the Servicing Facility Documents) under the Servicing Facility Agreement and the termination of all obligations of the buyer thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations thereunder that the buyer thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provision is provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v101(47)(v) and 741(7)(A)(xi741(7)(x) of the Bankruptcy Code.
c. . Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. With respect to the Additional Collateral, Sections 4.04, 4.05 and 4.06 of the Servicing Facility Agreement are deemed to apply and are incorporated by reference herein.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (a) Each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan following items or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest types of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as (collectivelythe "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the “Repurchase obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Assets”).
b. The , all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, 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 Mortgage Asset, all servicing fees to which such the applicable Seller acknowledges that it has no is entitled and servicing and other rights relating to service the Purchased Mortgage Loans. Without limiting the generality Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments" and "investment property" as defined in the event that UCC relating to or constituting any and all of the Seller is deemed to retain any residual Servicing Rightsforegoing, and for the avoidance any and all replacements, substitutions, distributions on or proceeds of doubt, Seller grants, assigns any and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Capital Lease Funding Inc)
Security Interest. a. On each Purchase DateThis Assignment constitutes either (x) a valid transfer and assignment to Trustee, Seller hereby sellson behalf of the Trust, assigns of all right, title and conveys all rights interest of Transferor in and interests to the Receivables existing at the close of business on the Addition Date and thereafter created in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loansAdditional Accounts, and in all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and all proceeds thereof, all of which will be held by Trustee on behalf of the Trust, free and clear of any event, Seller hereby pledges to Buyer as security for the performance by Seller Lien of any Person claiming through or under Transferor or any of its Obligations Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of Transferor as Holder of the Transferor Certificate and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or (iii) Transferor's right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansinterest accruing on, and investment earnings in respect of, the Records, Finance Charge Account and all related Servicing Rights, the Program Agreements (to Excess Funding Account and any Series Account as provided in the extent such Program Agreements Agreement and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Supplement or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest y) a grant of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in such property to Trustee, for the Servicing Rights benefit of the Investor Holders, which is enforceable with respect to then existing Receivables in the Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on the Addition Date, the proceeds related thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Trustee in such property, upon the filing of a financing statement as described in Section 2.1 of the Agreement with respect to the Additional Accounts and in all instancesthe case of the Receivables thereafter created in the Additional Accounts and the proceeds thereof, whether now owned or hereafter acquiredand Insurance Proceeds and Recoveries relating thereto, now existing or hereafter created. The foregoing provision is intended upon such creation, Trustee shall have a first priority perfected security interest in such property (subject to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder Section 9-306 of the UCC as defined in effect in the State of Louisiana), except for Liens permitted under Sections 101(47)(A)(v) and 741(7)(A)(xisubsection 2.5(b) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Agreement; (g)
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Commerce)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any payment and performance by Sellers of their obligations, liabilities and indebtedness under each such Transactions are deemed to be loansTransaction and Sellers’ obligations, liabilities and in any eventindebtedness under this Agreement and the other Transaction Documents, each Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations pledges, assigns, transfers and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in the Mortgage Assets in which such Seller has rights or power to transfer rights and all of the Mortgage Assets in which such Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of each Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, any Agency Security or right to receive (iii) all Liens securing repayment of such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the RecordsAccounts, and all related Servicing Rights, (vi) the Program Agreements (Takeout Commitments to the extent such Program Agreements and Seller’s right Sellers’ rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property (vii) all Hedging Arrangements to the extent specifically relating to the Purchased Mortgage Loans, (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the supporting obligations related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans Loans, (ix) the Income Collection Account, together with all interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (x) all proceeds of the foregoing including, without limitation, any other accounts) all MBS and the right to have and receive such MBS when issued, that are, in whole or any interest in the part, based on, backed by or created from Purchased Mortgage LoansLoans for which the full Repurchase Price has not been received by Buyer, and any proceeds (including the related securitization proceeds) and distributions with respect to any irrespective of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the such Purchased Mortgage LoansLoans have been released from this security interest. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller Sellers hereby authorizes the authorize Buyer to file such financing statements and amendments relating to the Repurchase Assets, Mortgage Assets as the Buyer, at its option, Buyer may deem appropriate, and irrevocably appoints Buyer as Sellers’ attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. The Seller Sellers shall pay all fees and expenses associated with perfecting such Liens including the cost of filing costs for any financing statement or statements prepared pursuant to this Section 8and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments of the Mortgages as and when required by Buyer in its reasonable discretion.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. a. On each Purchase Date, (a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. federal, state and purchases local income or franchise tax purposes) and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in the event that any such Transactions are Transaction is deemed to be loans, and in any eventa loan, Seller hereby pledges to Buyer as security for the performance by Seller of its the Repurchase Obligations and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansall of Seller’s right, any Agency Security or right to receive such Agency Security when issued title and interest in and to the extent backed by any following (collectively, the “Repurchase Assets”):
(i) all of the Purchased Mortgage LoansAssets (including, for the Recordsavoidance of doubt, all security interests, mortgages and all liens on personal or real property securing the Purchased Assets) and related Servicing Rights, the Program Agreements ;
(to the extent such Program Agreements and Seller’s right thereunder relate to ii) all Income from the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, Assets;
(iii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Eligible Property;
(iv) all “general intangibles”, including“accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing;
(v) all replacements, but not limited substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and foregoing; and
(vi) any other property, rights, title titles or interests as are specified on a Transaction Request in the Confirmation and/or the Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of Asset Schedule or exception report with respect to the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended .
(b) With respect to constitute a the security agreement or other arrangement or other credit enhancement related interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to this Agreement and Transactions hereunder as defined under the security interests granted in Sections 101(47)(A)(v6(c) and 741(7)(A)(xi) 6(d), Buyer shall have all of the Bankruptcy Coderights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of Seller under the Transaction Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer (including under Section 22 of this Agreement) and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (including, without limitation, by causing to be filed any amendments necessary to add or delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be requested by Buyer with respect to the perfection and priority of the outright transfer of the Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and Other Taxes required in connection with the execution and delivery of this Agreement).
c. (c) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. Seller shall take all action as is necessary or desirable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to executeBuyer pursuant to the terms of this Section 6(c).
(d) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to the Blocked Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Blocked Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer will deliver and/or file to Seller, at Seller’s expense, such documents and perform such acts instruments as may be reasonably necessary and requested by Seller to fully perfect Buyer’s security interest created hereby. Furthermorerelease and reconvey such Purchased Asset and any Income related thereto to Seller, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller such release related thereto shall pay the filing costs for be effective automatically without further action by any financing statement or statements prepared pursuant to this Section 8party.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (Ares Commercial Real Estate Corp)
Security Interest. a. (i) On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Mortgage Loans identified on Assets, Participation Certificates, Agency Securities and under each Take-out Commitment, including without limitation its right and entitlement to receive the related Mortgage Loan Schedule and the Repurchase Assetsentire Take-out Price specified in each Take-out Commitment from a Take-out Investor. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Assets, the Records, all Servicing Rights related to the Purchased Assets and Transaction Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s right thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, and rights to reimbursement thereof related to the Purchased Assets, all Agency Security Securities related to Pooled Loans that are Purchased Assets or right to receive such Agency Security when issued to the extent backed by any of the Purchased Transaction Mortgage Loans, the Recordsall rights to payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and all related Servicing Rights, the Program Agreements (to the extent any mortgage insurance certificate or other document evidencing such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property mortgage guaranties or insurance relating to any Purchased Assets 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 Purchased Mortgage Loansforegoing, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts all rights of Seller to receive from any third party or to take delivery of any of the foregoing, any and VA Loan Guaranty Agreements (if any)all replacements, Incomesubstitutions, distributions on or proceeds of any or all of the foregoing, any Income relating to any Purchased Asset, the Collection Securities Account, Interest Rate Protection Agreementsthe Payment Account and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights), instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on represented by a Transaction Request and/or Trust ReceiptParticipation Certificate with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
b. The (ii) Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this the Agreement and Transactions transactions hereunder as defined under Sections 101(47)(A)(vSection 101(47)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the (iii) Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets, Assets as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller (a) Borrower hereby pledges and grants to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Bank a fully perfected continuing first priority security interest in all of Borrower’s right, title and interest in and to all of the Purchased Mortgage Loans, any Agency Security or right Collateral to receive such Agency Security secure the prompt and complete payment and performance when issued due of all of the Obligations.
(b) Notwithstanding anything to the contrary contained herein, (i) Borrower shall remain liable under the Approved Servicing Agreements, contracts and other agreements to which such Person is a party and which are included in the Collateral and shall perform all of its respective duties and obligations thereunder to the same extent backed by as if this Agreement had not been executed, and (ii) Bank as pledgee of the Borrower’s rights shall not have any obligation or liability under any of the Purchased Mortgage LoansApproved Servicing Agreements, contracts and other agreements included in the RecordsCollateral by reason of this Agreement (other than in its capacity as a counterparty to any such agreement), nor shall Bank be obligated to perform any of the obligations or duties of Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.
(c) At any time and from time to time, upon the written request of Bank, and all related Servicing Rightsat the sole expense of Borrower, Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Bank may reasonably request for the Program Agreements (to purpose of obtaining or preserving the extent such Program Agreements full benefits of this Agreement and Seller’s right thereunder relate to of the Purchased Mortgage Loans)rights and powers herein granted, any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, the filing of any other accountsfinancing or continuation statements under the UCC. Borrower hereby irrevocably authorizes Bank at any time and from time to time to prepare and file one or more financing statements (and any continuation statements and amendments thereto) describing the Collateral whether or not Borrower’s signature appears thereon.
(d) Borrower agrees that with respect to each Pledged Servicing Receivable, the Loan Advance (or portion thereof) relating to such Pledged Servicing Receivable shall be repaid to Bank as set forth below in this Section 5(d). Unless otherwise agreed by Bank, all outstanding Obligations hereunder shall be due and payable on the Maturity Date.
(e) Notwithstanding anything to the contrary contained in any interest in the Purchased Mortgage Approved Servicing Agreement, including without limitation Sections 3.04, 3.17 and 4.03 thereof:
(1) with respect to FHA Loans, Borrower shall, and hereby does, irrevocably instruct Owner to remit to Bank directly all amounts held or controlled by Owner that are:
(i) FHA Claim Proceeds that constitute recoveries with respect to, or reimbursements for, any proceeds Pledged Servicing Receivables hereunder; and
(including the related securitization proceedsii) and distributions that are otherwise recoveries with respect to, or reimbursements for, any FHA Loan Pledged Servicing Receivables hereunder; and
(2) with respect to any proceeds that constitute recoveries with respect to, or reimbursements for, any Pledged Servicing Receivables hereunder that are not covered by Section 5(d)(1) above, Borrower shall cause all such amounts to be paid to Bank within two (2) Business Days after Borrower’s receipt thereof. Bank shall apply all amounts received in accordance with this Section 5(d) against the then-outstanding principal balance of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage LoansLoan. Without limiting the generality of the foregoing and in In the event that the Seller there are no outstanding Obligations and Bank is deemed to retain any residual Servicing Rights, and for the avoidance in possession of doubt, Seller grants, assigns and pledges to Buyer a security interest proceeds in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to accordance with this Section 85(d), Bank shall promptly remit such excess proceeds to Borrower.
Appears in 1 contract
Sources: Loan and Security Agreement (Caliber Home Loans, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer Administrative Agent, for the benefit of Buyers, as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the Purchased Mortgage Loansfollowing items of property, any Agency Security whether now owned or right hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to receive such Agency Security when issued as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the extent backed by Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, instruments or other documentation evidencing any of the Purchased Mortgage Loansforegoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Records, Uniform Commercial Code relating to or constituting any and all related Servicing Rightsof the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and
(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Administrative Agent, for the benefit of Buyers, to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records, tapes and other electronic medium to evidence the interests granted to Administrative Agent hereunder.
(c) Subject to the priority interest of the Indenture Trustee, Administrative Agent, Buyers and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Administrative Agent, for the benefit of Buyers, a security interest (subject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements) in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including receive payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) thereunder or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect rights to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. (d) [Reserved.]
(e) The foregoing provision is provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. a. On each Purchase DateSection 11.01Grant.
(a) Buyer and Seller intend that the Transactions be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, to preserve and protect Buyer’s rights with respect to the Purchased Assets and under the Repurchase Documents if any Governmental Authority recharacterizes any Transaction with respect to a Purchased Asset as other than a sale, and as security for Seller’s performance of the Repurchase Obligations, Seller hereby sellsgrants to Buyer a present Lien on and security interest in all of the right, assigns title and conveys all rights interest of Seller in, to and interests under (i) the Purchased Assets (which for this purpose shall be deemed to include the items described in the proviso in the definition thereof), and (ii) each Interest Rate Protection Agreement with each Hedge Counterparty relating to each Purchased Mortgage Loans identified on Asset, and the transfer of the Purchased Assets to Buyer shall be deemed to constitute and confirm such grant, to secure the payment and performance of the Repurchase Obligations (including the obligation of Seller to pay the Repurchase Price, or if the related Mortgage Loan Schedule and Transaction is recharacterized as a loan, to repay such loan for the Repurchase Assets. Although Price) and all of the parties intend that all Transactions hereunder be sales Related Repurchase Obligations.
(b) As security for the payment and purchases and not loans, in performance by each of the event any such Transactions are deemed Related Sellers to be loans, and in any eventBuyer of the Related Repurchase Obligations of each of the Related Sellers, Seller hereby pledges grants to Buyer a Lien on and security interest in all of the right, title and interest of Seller in, to and under (i) the Purchased Assets (which for this purpose shall be deemed to include the items described in the proviso in the definition thereof), and (ii) each Interest Rate Protection Agreement with each Hedge Counterparty relating to any Purchased Asset, and the transfers of the Purchased Assets to Buyer shall be deemed to constitute and confirm such grant, to secure the payment and performance of all of the Related Repurchase Obligations.
(c) Buyer hereby acknowledges and agrees that Buyer’s security interest in the collateral described in Section 11.01(b) as security for the performance by Seller of its Related Repurchase Obligations shall at all times be junior and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, subordinate in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights respects to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created herebyin such collateral as security for the Repurchase Obligations. FurthermoreThe preceding subordination of Buyer’s security interest in such collateral affects only the relative priority of Buyer’s security interest in such collateral, and shall not subordinate the Seller hereby authorizes the Buyer to file financing statements relating Related Repurchase Obligations in right of payment to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Obligations.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract (Starwood Property Trust, Inc.)
Security Interest. a. On each Purchase Date, (a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Assets and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event any such that a court or other forum re-characterizes the Transactions are deemed to be loans, hereunder as loans and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges all of Seller’s obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a fully perfected first priority transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Mortgage Loans, any Agency Security or right Items (as defined below) to receive such Agency Security when issued Buyer to secure the extent backed payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Buyer and any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan its present or the related Mortgaged Propertyfuture Affiliates hereunder, including, but not limited towithout limitation, amounts owing pursuant to Article 24, and under the other Transaction Documents, including any payments or proceeds obligations of Seller under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including Hedging Transaction entered into with any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans Affiliated Hedge Counterparty (including, without limitation, any other accounts) or any interest all amounts anticipated to be paid to Buyer by an Affiliated Hedge Counterparty as provided for in the Purchased Mortgage Loansdefinition of Repurchase Price) (collectively, the “JPMCB Repurchase Obligations”). Seller agrees to m▇▇▇ its computer records and any proceeds (including tapes to evidence the related securitization proceeds) interests granted to Buyer hereunder. All of Seller’s right, title and distributions with respect interest in, to any and under each of the foregoing and any other following items of property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyand wherever located, is hereinafter referred to as the “Repurchase AssetsJPMCB Purchased Items”).:
b. The Seller acknowledges that it has no rights to service (i) the Purchased Mortgage Loans. Without limiting the generality of the foregoing Assets and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder “securities accounts” (as defined under Sections 101(47)(A)(v) and 741(7)(A)(xiin Article 8-501(a) of the Bankruptcy Code.UCC) to which any or all of the Purchased Assets are credited;
c. Seller agrees to execute(ii) the Purchased Asset Documents, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. FurthermoreServicing Agreements, the Seller hereby authorizes the Buyer to file financing statements Servicing Records, insurance policies relating to the Repurchase Purchased Assets, and collection and escrow accounts and letters of credit relating to the Purchased Assets;
(iii) all “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments” and “deposit accounts”, each as defined in the BuyerUCC, at its option, may deem appropriate. The Seller shall pay relating to or constituting any and all of the filing costs for any financing statement or statements prepared pursuant to this Section 8.foregoing; and
Appears in 1 contract
Security Interest. a. On each Purchase Date(a) To secure the prompt payment to Lender of the Obligations, Seller Existing Borrowers hereby sellsacknowledge, assigns confirm and conveys all rights agree that Lender has and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed shall continue to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer have a fully perfected first priority continuing security interest in and upon all of the Purchased Mortgage LoansCollateral heretofore granted to Lender pursuant to the Second Amended Loan Agreement, any Agency Security or right to receive such Agency Security when issued and to the extent backed by any of the Purchased Mortgage Loansnot otherwise granted thereunder, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans each Borrower (including, without limitation, any other accountsInternational) or any hereby assigns, pledges and grants to Lender a continuing security interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesits Collateral, whether now owned or hereafter acquired, now existing or hereafter created acquired or arising and wheresoever located (collectivelywhether or not the same is subject to Article 9 of the Uniform Commercial Code). All of each Borrower's ledger sheets, files, records, books of account, business papers and documents relating to its Collateral shall, until delivered to or removed by Lender, be kept by such Borrower in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by any Borrower shall be deemed to include the “Repurchase Assets”)foregoing grant, whether or not the same appears therein.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing (b) Lender may file one or more financing statements, continuation statements and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a amendments thereto disclosing Lender's security interest in the Servicing Rights Collateral and proceeds related thereto describing the Collateral as all assets of the applicable Person(s) or words of similar effect and which contain any other information required by Part 5 of UCC Article 9 for the sufficiency or filing acceptance of any financing statements, continuations statements or amendments, each without any Borrower's signature appearing thereon or Lender may sign on Borrower's behalf as provided in Section 14 hereof. Upon a Borrower's request, Lender shall provide such Borrower with copies of any and all instances, whether now owned or hereafter acquired, now existing or hereafter createdfinancing statements and modifications filed by Lender. The foregoing provision is intended to constitute parties agree that a security agreement carbon, photographic or other arrangement or other credit enhancement related to reproduction of this Agreement and Transactions hereunder shall be sufficient as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) a financing statement. If any Receivable becomes evidenced by a promissory note or any other instrument for the payment of the Bankruptcy Codemoney, Borrowers will immediately deliver such instrument to Lender appropriately endorsed or assigned.
c. Seller agrees to execute, deliver and/or file such documents (c) Each Borrower hereby confirms and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, ratifies the Seller hereby authorizes the Buyer Lender's authorization to file all UCC financing statements relating filed by Lender with respect to such Borrower on or prior to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Closing Date.
Appears in 1 contract
Sources: Revolving Credit and Security Agreement (Spar Group Inc)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due to the Investors, the Banks, the Investor Agents and the Program Agent hereunder of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Program Agent for its Obligations benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grantsgrants to the Program Agent for its benefit and the ratable benefit of the Investors, assigns the Banks and pledges to Buyer the Investor Agents, a fully perfected first priority security interest in the Purchased Mortgage Loansin, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage LoansSeller's right, title and interest in and to: (A) the RecordsOriginator Purchase Agreement and the Parent Undertaking, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to such agreements, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to such agreements, (iii) all rights of the Seller to receive proceeds of any other accounts) insurance, indemnity, warranty or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions guaranty with respect to any such agreements, (iv) claims of the foregoing Seller for damages arising out of or for breach of or default under such agreements, and any other property(v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in (B) all instancesReceivables, whether now owned or hereafter acquired, now and existing or hereafter created (collectivelyacquired or arising, the “Repurchase Assets”Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality , including undivided interests in any of the foregoing foregoing, (C) the Lock-Box Accounts, the related lock-boxes and the Program Agent Account and (D) to the extent not included in the event that the Seller is deemed to retain foregoing, all proceeds of any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for To secure the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, Yield, Capital, Fees, expenses or otherwise (all of the foregoing, collectively, the “Obligations”), the Seller hereby assigns to the Agent for its Obligations benefit and the ratable benefit of the Banks, and hereby grantsgrants to the Agent for its benefit and the ratable benefit of the Banks, assigns and pledges to Buyer a fully perfected first priority security interest in, all of the Seller’s right, title and interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued and to the extent backed by any of the Purchased Mortgage Loansfollowing (collectively, the Records“Collateral”): (A) the Secondary Purchase Agreement, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Secondary Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Secondary Purchase Agreement, (iii) all rights of the Seller to receive proceeds of any other accounts) insurance, indemnity, warranty or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions guaranty with respect to any the Secondary Purchase Agreement, (iv) claims of the foregoing Seller for damages arising out of or for breach of or default under the Secondary Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder; (B) the Initial Purchase Agreement, including, without limitation, (i) all rights of the purchaser thereunder (which rights have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement) to receive moneys due or to become due under or pursuant to the Initial Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Initial Purchase Agreement (which interests of purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), (iii) all rights of the purchaser thereunder to receive proceeds of any other propertyinsurance, rightsindemnity, title warranty or interests as are specified on a Transaction Request and/or Trust Receiptguaranty with respect to the Initial Purchase Agreement (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), in (iv) claims of the purchaser thereunder for damages arising out of or for breach of or default under the Initial Purchase Agreement (which claims and rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement), and (v) the right of the Seller to compel performance and otherwise exercise all instancesremedies thereunder (which rights of the purchaser thereunder have been pledged or assigned to the Seller pursuant to the Secondary Purchase Agreement); (C) all Receivables, whether now owned or hereafter acquired, now and existing or hereafter created (collectivelyacquired or arising, the “Repurchase Assets”Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality , including undivided interests in any of the foregoing foregoing; (D) the Lock-Boxes and Deposit Accounts and the funds deposited in such accounts; and (E) to the extent not included in the event that the Seller is deemed to retain foregoing, all proceeds of any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each the Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights right, title and interests interest in the Purchased Mortgage Loans identified on Assets to the related Mortgage Loan Schedule and the Repurchase Assetsextent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage LoansAssets, the Records, and all Servicing Rights related Servicing Rightsto the Purchased Assets (to the extent of Seller’s rights therein), all ▇▇▇▇▇▇ ▇▇▇ Securities related to Pooled Loans that are Purchased Assets, all Take-out Commitments with respect to ▇▇▇▇▇▇ Mae Securities, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller’s right rights thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, any Property relating to any Purchased Asset or the Purchased Mortgage Loansrelated Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, Interest Rate Protection the Servicer Accounts, the Securities Account, the Payment Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and the Mortgage Loans, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptwith respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, on or prior to the related Repurchase Date. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets, Assets as the Buyer, at its option, may deem reasonable and appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. The grants of security interest set forth in this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.
Appears in 1 contract
Sources: Master Repurchase Agreement (Finance of America Companies Inc.)
Security Interest. a. On each Purchase Date, Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases to Buyer of the Purchased Assets and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in the event any such Transactions are Transaction is deemed to be loans, and in any eventa loan, Seller hereby pledges to Buyer as security for the performance by Seller all of its Obligations right, title, and hereby grantsinterest in, assigns to and pledges to Buyer under and grants a fully perfected first priority lien on, and security interest in the Purchased Mortgage Loansin, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other following property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Collateral”) to Buyer to secure the payment and performance of all amounts or obligations owing to Buyer pursuant to this Agreement and the related documents described herein:
(a) the Purchased Assets, including those identified in the Confirmations, Servicing Agreements, Servicing Records, Hedging Transactions, insurance relating to the Purchased Assets, and all “deposit accounts” (as defined in the UCC, including, without limitation, collection and escrow accounts) relating to the Purchased Assets;
(b) the Collection Account and all monies from time to time on deposit in the Collection Account;
(c) all “general intangibles” (including “payment intangibles”)., “accounts,” “chattel paper,” “documents” and “instruments” as defined in the UCC relating to or constituting any and all of the foregoing;
b. The Seller acknowledges that it has no (d) all “supporting obligations” and “letter of credit rights” as defined in the UCC relating to or constituting any and all of the foregoing;
(e) all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, tort claims, insurance claims and other rights to service the Purchased Mortgage Loans. Without limiting the generality payments, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing and in foregoing; and
(f) all proceeds of the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a foregoing. Buyer’s security interest in the Servicing Rights Collateral shall terminate only upon termination of a Transaction with respect to such Collateral under this Agreement and proceeds related thereto the documents delivered in connection herewith and in all instancestherewith. For purposes of the grant of the security interest pursuant to this Section 5 of this Agreement, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended this Agreement shall be deemed to constitute a security agreement under the Uniform Commercial Code as in effect in any applicable jurisdiction (the “UCC”). Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of any applicable jurisdiction, including the State of New York. In furtherance of the foregoing, (i) Buyer shall cause to be filed as a protective filing with respect to the Purchased Assets and as a UCC filing with respect to the security interests granted in this Section 5 (i) a UCC financing statement in the form of Schedule 1-A attached hereto (to be filed in the filing office indicated therein), (ii) amendments to such UCC financing statement in the form of Schedule 1-B attached hereto and having attached to each such UCC financing statement amendment a description of the Purchased Assets which identifies the Purchased Assets by setting forth (a) the name of the borrower with respect to each Purchased Asset, (b) the Participation Agreement (including the date) or other arrangement document, agreement or instrument pursuant to which each Purchased Asset was made or is governed, and (c) the initial or then outstanding principal amount of each Purchased Asset, and (iii) such other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to executeUCC filings, deliver and/or file in such documents and perform such acts locations as may be reasonably necessary to fully perfect Buyer’s and maintain perfection and priority of the outright transfer and the security interest created hereby. Furthermoregranted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to Seller hereby authorizes the Buyer upon completion thereof, and (b) Seller shall from time to file financing statements relating to the Repurchase Assets, as the Buyertime, at its optionown expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may deem appropriate. The Seller shall pay be necessary or desirable or as may be requested by Buyer with respect to the filing costs for perfection and priority of the outright transfer of the Purchased Assets and the security interest deemed granted hereunder and in the Purchased Assets and the rights and remedies of Buyer with respect to the Purchased Assets (including the payments of any financing statement or statements prepared pursuant to this Section 8fees and taxes required in connection with the execution and delivery of the Agreement).
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As security for the performance of the obligations and indebtedness represented by Seller of its Obligations and the Promissory Note, Debtor hereby grants, assigns and pledges grants to Buyer Secured Party a fully perfected first priority security interest in the Purchased Mortgage Loansfollowing collateral, any Agency Security whether now owned or right to receive such Agency Security when issued to hereafter acquired by Debtor (the extent backed by any "Collateral"): All assets of the Purchased Mortgage Loans, the RecordsDebtor, and all related Servicing Rightsadditions and accessions thereto, substitutions and replacements therefor, and all proceeds thereof, EXCLUDING, HOWEVER, any inventory, furniture, fixtures and/or equipment which (i) are used in the commercialization of Oncolym(R) (including, without limitation, the Program Agreements manufacture, scale-up, radiolabeling, testing, packaging or commercial production of such product) and are not located on the premises of Debtor in the City of Tustin, California; or (ii) serve as security to any bank, financial institution or other institutional creditor or lender to whom Debtor is or may become indebted with respect to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating repayment of borrowed money or with respect to any Purchased Mortgage Loan equipment lease financing agreement or the related Mortgaged Propertyarrangement, includingand all additions and accessions thereto, but not limited tosubstitutions and replacements therefor and all proceeds thereof, and FURTHER EXCLUDING any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts all intangible property and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest intellectual property of Seller in escrow accounts) Debtor and any other contract rightsand all rights with respect thereto, instrumentsand all additions and accessions thereto, accountssubstitutions and replacements therefor, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans all proceeds thereof (including, without limitation, any other accounts) patents and patent applications and any extensions thereof, supplements thereto and improvements thereon, any trade marks, trade names and applications therefor and extensions thereof, any copyrights or any interest in the Purchased Mortgage Loanscopyright applications and extensions thereof, and any proceeds (including the related securitization proceeds) trade secrets, know-how, formulae, processes, methods, methodologies, designs and distributions any and all other intellectual property and any and all rights with respect to thereto of any of the foregoing kind or nature whatsoever and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”goodwill associated therewith).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing Debtor and in the event Secured Party agree that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating has attached to the Repurchase AssetsCollateral to the extent permitted by law, and that it will attach to additional portions of the Collateral hereinafter acquired by Debtor, as the Buyer, at its option, may deem appropriaterequirements for attachment are otherwise met. The Seller shall pay parties hereto agree that all of the filing costs for any financing statement or statements prepared pursuant to this Section 8Collateral is tangible personal property of Debtor.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to the Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges to the Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansits right, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of title and interest in the Purchased Mortgage Loans, the Records, and all servicing rights related Servicing Rightsto the Purchased Mortgage Loans, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property Commitments relating to the any Purchased Mortgage LoansLoan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)Loan, Incomethe Settlement Account, the Collection Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of Seller the Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptReceipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Each Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets, Assets as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. a. On each Purchase Date(a) To secure the prompt payment to Lender of the Obligations, Seller Borrower hereby sellsassigns, assigns pledges and conveys grants to Lender a continuing security interest in and Lien upon all rights of the Collateral. All of Borrower's Books and interests Records relating to the Collateral shall, until delivered to or removed by Lender, be kept by Borrower in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assetstrust for Lender until all Obligations have been paid in full. Although the parties intend that all Transactions hereunder Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrower shall be sales and purchases and not loans, in the event any such Transactions are deemed to be loansinclude the foregoing grant, and in any event, Seller hereby pledges to Buyer as whether or not the same appears therein.
(b) As additional security for the payment and performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage LoansObligations, the RecordsBorrower hereby assigns to Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited other rights of Borrower with respect to, any payments and all policies of insurance now or proceeds under at any related primary insurancetime hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (if anybut need not), Incomein Lender's name or in Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the Collection Accountissuer of any such policy.
(c) Borrower hereby (i) authorizes Lender to file any financing statements, Interest Rate Protection Agreementscontinuation statements or amendments thereto that (x) indicate the Collateral
(1) as all assets of Borrower (or any portion of Borrower's assets) or words of similar effect, accounts regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (including any interest 2) as being of Seller in escrow accountsan equal or lesser scope or with greater detail, and (y) and contain any other contract rightsinformation required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, instrumentscontinuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating amendments thereto if filed prior to the Purchased Mortgage Loans (including, without limitation, date hereof. Borrower acknowledges that it is not authorized to file any other accounts) financing statement or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions amendment or termination statement with respect to any financing statement without the prior written consent of the foregoing Lender and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges agrees that it has no will not do so without the prior written consent of Lender, subject to Borrower's rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xiSection 9-509(d)(2) of the Bankruptcy CodeUCC.
c. Seller agrees (d) Borrower hereby grants to executeLender an irrevocable, deliver and/or file such documents non-exclusive license (exercisable upon the occurrence and perform such acts as during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, transfer, license or sublicense any Intellectual Property now owned, licensed to, or hereafter acquired by Borrower, and wherever the same may be reasonably necessary located, and including in such license access to fully perfect Buyer’s security interest created hereby. Furthermoreall media in which any of the licensed items may be recorded or stored and to all computer and automatic machinery software and programs used for the compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the Seller hereby authorizes contractual or commercial rights of any third Person; provided, that such license will terminate on the Buyer to file financing statements relating to termination of this agreement and the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8payment in full of all Obligations.
Appears in 1 contract
Sources: Loan and Security Agreement (Ventures National Inc)
Security Interest. a. On each Purchase DateThis Security Deed shall be construed as a deed to secure debt on the Mortgaged Property, Seller hereby sellsand it shall also constitute and serve as a "Security Agreement" on personal property within the meaning of, assigns and conveys all rights shall constitute until this Security Deed shall terminate, as provided in Article II hereinabove, a first and interests prior security interest under the Uniform Commercial Code as enacted in the Purchased Mortgage Loans identified on State of Georgia with respect to the related Mortgage Loan Schedule Personalty, Fixtures, Construction Contract, Plans, Leases and Rents. To this end, Borrower has GRANTED, BARGAINED, CONVEYED, ASSIGNED, TRANSFERRED and SET OVER, and by these presents, does GRANT, BARGAIN, CONVEY, ASSIGN, TRANSFER and SET OVER, unto Lender a first and prior security interest and all of Borrower's right, title and interest in, to, under and with respect to the Personalty, Fixtures, Construction Contracts, Plans, Leases and Rents ("Collateral") to secure the full and timely payment of the Indebtedness and the Repurchase Assetsfull and timely performance and discharge of the Obligations. Although It is the parties intend intent of Borrower and Lender that this Security Deed encumber all Leases and Rents, that all Transactions hereunder be sales and purchases and not loans, items contained in the event any such Transactions definition of "Leases" and "Rents" which are deemed included within Article 9 of the Uniform Commercial Code of Georgia be covered by the security interest granted in this Article VII and that all items contained in the definition of "Leases" and "Rents" which are excluded from Article 9 of the Uniform Commercial Code of Georgia be covered by the provisions of Article II and Article VIII hereof. With regard to be loansthe Construction Contracts and the Plans, this assignment is for the purposes of security only, and in any event, Seller hereby pledges to Buyer as security for it does not and will not operate or have the performance by Seller effect of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued delegating to the extent backed by Lender any of Borrower's duties, responsibilities or liabilities under any of the Purchased Mortgage LoansLoan Documents until such time as Lender has notified the other party to a Construction Contract, the Recordsif applicable, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds made independent arrangements with said party. Upon a default by Borrower under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and Loan Documents which is not cured within any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assetsapplicable cure period, as the Buyertherein provided, Lender shall be and is hereby permitted to, at its option, may deem appropriateexercise the rights granted hereunder by notifying one or more of said parties of its election. The Seller shall pay Borrower hereby authorizes any other party to any Construction Contract to rely upon notice from Lender that Borrower is in default under any of the filing costs for any financing statement or statements prepared pursuant to this Section 8Loan Documents.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, other than for tax purposes, as described in Section 26(e), in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rightsservicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s Sellers’ right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)insurance, Income, the Collection Account, the Buydown Account, Interest Rate Protection Agreements, bank accounts (including any interest of Seller Sellers in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) general intangibles and other assets relating to included in the Purchased Mortgage Loans (including, without limitation, any other bank accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptReceipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller Sellers hereby authorizes authorize the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 1 contract
Security Interest. a. On each Purchase DateIn the event a Court of competent jurisdiction construes the Lease as an installment sales transaction or other financing arrangement, Seller hereby sells, assigns and conveys ▇▇▇▇▇▇ agrees that Lessor shall have all the rights and interests in remedies provided to a secured creditor under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase AssetsNebraska Uniform Commercial Code. Although the parties intend that all Transactions hereunder be sales and purchases and not loansLessee hereby grants to Lessor, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and equipment leased hereunder and, upon request by ▇▇▇▇▇▇, ▇▇▇▇▇▇ will execute any document, which in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) the opinion of the Bankruptcy Code.
c. Seller agrees to executeLessor, deliver and/or file such documents and perform such acts as may be reasonably is necessary to fully perfect Buyer’s such security interest created herebyinterest. Furthermore, ▇▇▇▇▇▇ agrees that should additional equipment be leased by the Seller Lessee either under this Lease through an attached Schedule or through a separate Lease Agreement with the Lessor, all equipment including equipment shown on attached Schedules or through other Leases, shall constitute one undivided security interest for all the equipment leased between the Lessor an the Lessee. LESSOR: NEBRASKA LEASING SERVICES, INC. _________________________________________________ FOR AND IN CONSIDERATION of the execution of this lease by ▇▇▇▇▇▇ and the delivery of the equipment leased thereunder, the undersigned does hereby authorizes guarantee the Buyer to file financing statements relating full and complete performance by Lessee of all covenants, conditions and agreements required of the lessee under this lease and any addendum hereto, including but not limited to the Repurchase Assetspayment of all sums which by virtue of the terms of this lease and any addendum thereto, as are the Buyer, at its option, may deem appropriateobligation of Lessee. The Seller undersigned waives notice of default or notice of any change in the obligation of the Lessee under the lease and hereby consents to any action of the Lessor in dealing with the Lessee or the collateral securing the performance of this lease, including but not limited to extensions of time for repayment or release or disposition of collateral and agrees that any such action shall not constitute a defense to payment under this guaranty. This is a Guaranty of payment without regard to whether all remedies have been exhausted against the Lessee or the equipment leased herein. The signatories to this guaranty are jointly and severally liable for the performance thereof. DATED is 19TH day of DECEMBER, 2005. /s/ ▇▇▇▇▇▇▇ Technologies by ▇.▇. ▇▇▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Guarantor Guarantor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Guarantor Guarantor This Lease is for a period of 36 months (see paragraph k), plus license and taxes. Lease merchandise to be delivered at _________and returned at_____. It is agreed that this schedule is a part of our lease number 0000101581. The following information (a through m) is given in the event this transaction is considered as a retail installment contract under Nebraska Law. Total Cash Price with Purchase Option - Not Financed $67,147.37 a. Total Cash Sale Price - Financed $65,000.00 b. Deductions from Cash Sale Price (1) Cash Down Payment $0.00 (2) Trade-in Allowance $0.00 (3) Total Deductions $0.00 c. Unpaid Cash Sale Price $65,000.00 d. Insurance Charges, if any: Description of Policies $0.00 Total Insurance Charges $0.00 e. Basic Time Price (Sum of items, c and d) $65,000.00 f. Time Price Differential $12,305.32 g. Time Price Balance (sum of e and f) $77,305.32 h. Purchase Price Option $2,147.37 I. Time Price Balance with purchase price option $79,452.69 j. Total Time Sales Price (sum of items b and g) without purchase option $77,305.32 LESSEE (BUYER) agrees to pay the filing costs for any financing statement Time Price Balance in 36 monthly installments of $2,147.37 and a final installment of $0.00 beginning 12/19/05 (or statements prepared pursuant to if no date given, beginning one month after this Section 8contract) until fully paid, together with all other sums provided for, and at option of LESSOR (SELLER) a delinquency charge on each installment, late ten (10) days or more of five percent of each payment or interest on each delinquent installment at the highest legal rate. A Prepayment Allowance in accordance with applicable law will be made if the Net Balance is paid in full by LESSEE (BUYER) before maturity.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the Purchased Mortgage Loansfollowing items of property, any Agency Security whether now owned or right hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to receive such Agency Security when issued as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the extent backed by Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, instruments or other documentation evidencing any of the Purchased Mortgage Loansforegoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Records, Uniform Commercial Code relating to or constituting any and all related Servicing Rightsof the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and LEGAL02/43457575v11
(v) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) [Reserved]
(c) Subject to the priority interest of the Indenture Trustee, Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including receive payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) thereunder or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect rights to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”).
b. The (d) Seller acknowledges hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that it has no rights upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to service (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the Purchased Mortgage Loansextent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. Without limiting the generality In furtherance of the foregoing foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and in the event that termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is deemed hereby instructed to retain deliver to Buyer hereunder any residual Servicing Rights, and collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the avoidance performance by Seller of doubt, Seller its obligations thereunder and hereby grants, assigns and pledges to Buyer the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Servicing Rights Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the buyer under any Other Repurchase Agreement with respect to which the related thereto and purchase price remains outstanding any Subordinated Pledge Assets then in all instances, whether now owned Buyer’s possession or hereafter acquired, now existing or hereafter createdunder its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof.
(f) The foregoing provision is provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the LEGAL02/43457575v11 Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Asset Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer as security for the performance by Seller Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage LoansAssets, the Disbursement Account, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Mortgage LoansAssets, the Records, and all related Servicing Rights, Income, Ancillary Income and Advance Reimbursements related to the Program Agreements Purchased Assets, Mortgage Files related to the Purchased Assets, the Facility Documents (to the extent such Program Agreements Facility Documents and Seller’s right Sellers’ rights thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage LoansAsset, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Incomeany Income relating to any Purchased Asset, the Collection Account, any Interest Rate Protection AgreementsAgreements to the extent relating to any Purchased Asset, and any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptReceipt and Custodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”).
b. The Seller acknowledges that it has no rights (ii) In order to service further secure the Purchased Mortgage Loans. Without limiting the generality Obligations, each of the foregoing POP and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller PMC hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of POP’s and PMC’s right, title and interest in, to and under the Underlying Repurchase Assets subject to an Underlying Repurchase Transaction, the Disbursement Account, the Records and all Servicing Rights related to the Underlying Repurchase Assets, Ancillary Income and Advance Reimbursements related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related thereto Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between any Seller or its Affiliates, on the one hand, and Buyer or Buyer’s Affiliates, on the other, and all substitutions or replacements of any and all of the foregoing and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Custodian Asset Transmission with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter createdcreated (collectively, the “Underlying Transaction Repurchase Assets”, together with the Primary Repurchase Assets, the “Repurchase Assets”). The foregoing provision This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions transactions hereunder as defined under Sections Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Mortgage Investment Trust)
Security Interest. a. On each Purchase Date, (a) Purchaser and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all the Transactions hereunder be sales and purchases to Purchaser of the Purchased Assets and not loansloans from Purchaser to Seller secured by the Purchased Assets (other than for U.S. federal, state and local income and franchise Tax purposes more fully described in Article 23(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event any that, other than for such Tax purposes, a court or other forum re-characterizes the Transactions are deemed to be loanshereunder as other than sales, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby grantsassigns, assigns pledges and pledges to Buyer grants a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsits right, title or interests as are specified on a Transaction Request and/or Trust Receiptand interest in, in all instancesto and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, to Purchaser to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the other Transaction Documents (collectively, the “Repurchase AssetsObligations”).
b. The Seller acknowledges that it has no rights . ▇▇▇▇▇▇ agrees to service mark its books and records to evidence the Purchased Mortgage Loansinterests granted to Purchaser hereunder. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, if any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller grantsto Purchaser pursuant to this Agreement, or that such Mezzanine Loan does not qualify for the safe harbor treatment provided by the Bankruptcy Code, then Seller hereby pledges, assigns and pledges grants to Buyer Purchaser as further security for Seller’s obligations to Purchaser hereunder, a continuing first priority security interest in and Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the Servicing Rights rights and proceeds related remedies of a “secured party” under the Uniform Commercial Code with respect thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file (such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermorepledge, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets“Related Credit Enhancement”). For purposes of this Agreement, as the Buyer, at its option, may deem appropriate. The Seller “Collateral” shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Cim Real Estate Finance Trust, Inc.)
Security Interest. a. On each Purchase Date, The obligations to Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule under this Agreement and the Repurchase Assets. Although the parties intend that Company Note shall be secured by all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loanspresent and after-acquired assets of the Company, the Recordsincluding without limitation all accounts receivable, and all related Servicing Rightsinventory, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instrumentschattel paper, accountsgeneral intangibles, paymentstangible property of every nature and description wherever located, present and future, rights to payment (including payments of interest or finance charges)money, general intangibles goods, goodwill, trade secrets, documents and other assets relating to the Purchased Mortgage Loans (includinginstruments, without limitationequipment, deposit accounts, all insurance proceeds from any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to policy of insurance covering any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether aforementioned collateral now owned or hereafter acquiredhereinafter acquired by Company, now existing or hereafter created and products and proceeds thereof (collectively, the “Repurchase Assets”"Collateral").
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Company hereby grants to Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter createdCollateral. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to interest granted hereunder secures the payment of the Principal Amount (plus applicable interest) in accordance with the terms and conditions of this Agreement and Transactions hereunder the Company Note. The Company represents and warrants that it has the power to encumber the Collateral as defined set forth herein. The Company will defend any proceeding that may affect the title to or Seller's security interest in the Collateral, and the Company will execute any financing statements or other filings and amendments thereto requested by Seller to perfect Seller's interest in the Collateral. Seller is hereby appointed the Company's attorney in fact at any time before or after default to do any act that the Company is obligated to do under Sections 101(47)(A)(v) this Agreement, collect the Collateral including proceeds, to execute and 741(7)(A)(xi) file in the Company's name any financing statements, other filings and amendments thereto required to perfect Seller's security interest in the Collateral, and to take any other reasonable action to protect and preserve the Collateral. Except as otherwise provided in this Agreement, the Company will not sell, transfer, further encumber or grant an additional security interest in or to any of the Bankruptcy Code.
c. Collateral until the Principal Amount (plus applicable interest) has been paid, except in the ordinary course of business; provided, however, that Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s subordinate its security interest created hereby. Furthermorein the Collateral granted hereunder to a security interest in the Collateral granted by the Company to a regionally or other nationally recognized bank in connection with the financing of the Company or the acquisition of additional debt, not to exceed Five Hundred Thousand Dollars ($500,000) in the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8aggregate.
Appears in 1 contract
Sources: Acquisition and Release Agreement (Onsite Energy Corp)
Security Interest. a. On each Purchase Date, Seller ▇▇▇▇ hereby sellspledges, assigns and conveys all rights and interests in sets over to the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansOwner, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for payment by ▇▇▇▇ of the performance Secured Obligations (as hereinafter defined), all of TERI’s right, title and interest in and to (x) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Seller Loan Originators and currently held by U.S. Bank National Association as Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (y) TERI’s right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its Obligations and hereby grants, assigns and pledges to Buyer assigns) a fully perfected first priority security interest in all of TERI’s right, title and interest in and to the Purchased Mortgage Loansfollowing, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder they relate to Loans purchased by the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to Owner:
(a) All personal property comprising and/or contained in the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Pledged Account, Interest Rate Protection Agreementsas provided in this Agreement, accounts (including any interest of Seller in escrow accounts) both tangible and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesintangible, whether now owned or hereafter acquiredacquired by ▇▇▇▇ and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter created arising, including, without limitation, all of the same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (collectively, all hereinafter called the “Repurchase AssetsAccounts”).;
b. The Seller acknowledges that it has no (ii) All funds and investments thereof, whether in the form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any securities which are purchased through and for which records are maintained on a book entry system through any securities intermediary (as defined in § 8-102(a)(14) of the Uniform Commercial Code)), payment intangibles and general intangibles, whether now existing or hereafter arising and wheresoever located, or otherwise (all hereinafter called the “Intangibles”);
(iii) All right, title and interest of ▇▇▇▇ in or to all instruments and documents covering or relating to the above described property, including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the “Related Documents”);
(iv) All interest, dividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, and all proceeds of any of the foregoing, and the present and continuing right to make claim for, collect and receive, any and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of ▇▇▇▇ to receive payment of Guaranty Fees, other than the ▇▇▇▇ Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI’s rights to service receive subsequent Guarantee Fees from the Purchased Mortgage LoansOwner pursuant to each of the Guaranty Agreements, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and
(d) All proceeds of the foregoing. Without limiting the generality All of the foregoing property in which the Owner has been granted a security interest is herein collectively referred to as “Collateral.” It is expressly understood and in the event agreed that the Seller is deemed this security interest and assignment shall automatically attach to retain any residual Servicing Rightsand all future deposits to, earnings from, and for proceeds of the avoidance Pledged Account immediately upon deposit or accrual, and all Guaranty Fees and Recoveries immediately upon the receipt thereof, without the making or doing of doubtany further act or thing whatsoever. ▇▇▇▇ shall promptly take all further action, Seller grantsand execute and deliver to the Owner such other documents, assigns as may be requested from time to time by the Owner to create, evidence, maintain and pledges to Buyer a effect the Owner’s security interest in the Servicing Rights Pledged Account and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or the other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Coderights pledged hereunder.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Deposit and Security Agreement (National Collegiate Funding LLC)
Security Interest. a. On each Purchase Date(a) For value received, Seller the Debtor hereby sellstransfers, mortgages, grants and assigns and conveys all rights and interests in to the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loansSecured Party, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer grants a fully perfected first priority security interest in (the Purchased Mortgage Loans, any Agency “Security or right to receive such Agency Security when issued Interest”) to the extent backed by any Secured Party in all of the Purchased Mortgage Loans, present and after-acquired personal property of the Records, Debtor (or in which the Debtor now or anytime hereafter has or acquires rights) of any and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loanskinds whatsoever. Without limiting the generality of the foregoing foregoing, the Security Interest herein granted extends to all present and in after-acquired Goods, (including all parts, accessories, attachments, special tools, additions and accessions thereto), Chattel Paper, Documents of Title (whether negotiable or not) Instruments, Intangibles and Securities which the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether Debtor now owned or hereafter acquired, now existing may own or hereafter created. The foregoing provision is intended to constitute a security agreement in which the Debtor acquires an interest or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file rights (including without limitations such documents and perform such acts as may be reasonably necessary returned to fully perfect Buyer’s security interest created hereby. Furthermoreor repossessed by the Debtor) and all Proceeds and renewals thereof Accessions thereto and substitutions therefor; and the personal property in which the Security Interest is granted hereby is collectively herein referred to as the “Collateral”.
(b) In this Agreement, the Seller hereby authorizes terms “Goods”, “Chattel Paper”, “Documents of Title”, “Equipment”, “Consumer Goods”, “Instruments”, “Intangibles”, “Securities”, “Proceeds”, “Inventory”, and “Accession”, whenever used herein shall be interpreted pursuant to their respective meanings when used in the Buyer Personal Property Security Act of Alberta as amended from time to file financing statements relating time, which Act including amendments thereto, and any Acts substituted therefor and amendments thereto is herein referred to the Repurchase Assets, as the Buyer, at its option, may deem appropriate“PPSA”. The Seller term, “Inventory” when used herein shall pay include livestock and the filing costs for young thereof after conception and crops that become crops within one year of execution of this Security Agreement. Any reference herein to “Collateral” shall, unless the context otherwise requires, be deemed to be a reference to “Collateral or any financing statement part thereof’. The term “Proceeds” whenever used herein and interpreted as above shall by way of example include trade-ins, equipment, cash, bank accounts, notes, chattel paper, goods, contract rights, accounts, and any other personal property or statements prepared pursuant to this Section 8obligation received when such Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule The Buyer and the Repurchase Assets. Although the parties Sellers intend that all the Transactions hereunder be sales and purchases to the Buyer of the Purchased Assets and not loansloans from the Buyer to the Sellers secured by the Purchased Assets. However, in order to preserve the Buyer’s rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loans, hereunder as loans and in any event, Seller hereby pledges to Buyer as security for the performance by the Sellers of all of the Sellers’ obligations to the Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, each Seller of its Obligations hereby assigns, pledges and hereby grants, assigns and pledges to Buyer grants a fully perfected first priority security interest in all of its right, title and interest in, to and under the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued Items and the Purchased Assets to the extent backed by any of Buyer to secure the Purchased Mortgage LoansRepurchase Obligations and the Seller-Related Obligations, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any the repayment of all amounts owing to the Buyer hereunder. The assignment, pledge and grant of security interest in the Purchased Mortgage Loanscontained herein shall be, and any proceeds (including each Seller hereby represents and warrants to the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges Buyer that it has no rights to service the Purchased Mortgage Loansis, a first priority perfected security interest. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Each Seller agrees to execute▇▇▇▇ its computer records and tapes to evidence the interests granted to the Buyer hereunder. All Purchased Items shall secure the payment of all obligations of the Sellers now or hereafter existing under this Agreement, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermoreincluding, without limitation, the Seller hereby authorizes Sellers’ obligation to repurchase Purchased Assets, or if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all other amounts owing to the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8hereunder.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, As a precautionary measure in the event that the conveyance of any such Transactions are deemed Mortgage Loans to Seller from the Pledgor is determined not to be loansa true sale or the separate existence of Seller from the Pledgor is otherwise disregarded at any point, and in any eventorder to further secure the Obligations, Seller hereby pledges Pledgor, to Buyer as security for the performance by Seller extent of its Obligations and rights therein, hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Pledgor’s rights, title and interest (but not its obligations) in each Purchased Mortgage LoansLoan conveyed to Seller (each, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansan “Asset”), the Records, and all Servicing Rights related Servicing Rights, to the Program Agreements Assets (to the extent such Program Agreements and Sellerof Pledgor’s right thereunder relate to the Purchased Mortgage Loansrights therein), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loansany Assets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the any related Mortgaged PropertyProperty that secures an Asset, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)any Income relating to any Asset, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, accounts and any other payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Asset and any other assets relating to the Purchased Mortgage Loans such Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, as are specified on a Confirmation and/or Master Trust Receipt, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptwith respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase AssetsPledged Collateral”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller Pledgor hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets, Pledged Collateral as the Buyer, at its option, may deem reasonable and appropriate. The Seller Pledgor shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 82.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. a. (i) On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all rights right, title and interests interest, including, with respect to the Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and with respect to the Servicing Retained Mortgage Loans, all of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Mortgage Loans identified Assets listed on the related Mortgage Loan Asset Schedule and to the Repurchase Assetsextent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in each Seller’s rights, title and interest in the Purchased Mortgage LoansAssets, any Agency Security or right to receive such Agency Security when issued the Records related to the extent backed by any of Purchased Assets, all Servicing Rights related to the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Assets (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loansof its rights therein), any related Take-out Commitmentseach Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the Purchased Mortgage Loansrelated Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the any related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)any Income relating to any Purchased Asset, Income, the each Collection Account, Interest Rate Protection each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, in each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the Mortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Assets and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request Confirmation and/or Trust ReceiptReceipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created created. This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code. The assets set forth in this clause (collectively, i) are the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is Sellers are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a security interest in the related Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller The Sellers hereby authorizes the authorize Buyer to file such financing statement or statements relating to the Repurchase Assets, Assets as the Buyer, at its option, may deem reasonable and appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 89.
Appears in 1 contract
Sources: Master Repurchase Agreement (Angel Oak Mortgage, Inc.)
Security Interest. a. On each Purchase DateSolely for purposes of any Transaction for the Mortgage Loans, Section 6 of the Master Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
(a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all the Transactions hereunder be sales and purchases to Buyer of the Mortgage Loans and not loansloans from Buyer to Seller secured by the Mortgage Loans. However, in order to preserve Buyer's rights under the Master Repurchase Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be hereunder as loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations all of Seller's obligations to Buyer under, the Master Repurchase Agreement and hereby grantsthe Transactions entered into pursuant to the Master Repurchase Agreement, assigns and pledges Seller grants to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Documents (to the extent such Program Agreements Documents and the Seller’s 's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitmentsservicing records, any Property purchase commitments, insurance and guarantees relating to the Purchased Mortgage Loans, Mortgage Notes, Mortgages, income, any and all insurance policies hedges, any and insurance proceeds all servicing agreements and any collection accou▇▇▇ ▇▇d escrow accounts relating to any Purchased the Mortgage Loan Loans and all cash or the related Mortgaged Property, including, but not limited to, any payments other property or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) amounts on deposit therein and any other contract rightsgeneral intangibles, instruments, accountssupporting obligations, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Loans and the servicing of the Mortgage Loans and any and all replacements or substitutions for, distributions on or proceeds (including the related securitization proceeds) of any and distributions with respect to any all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, and together with any other property or interests in which Seller grants a security interest to Buyer, the “Repurchase Assets”"Collateral").
b. The (b) Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing shall pay all fees and expenses associated with perfecting and maintaining Buyer's security interest (and ownership interest) in the event that Collateral (including the cost of filing financing statements under the Uniform Commercial Code and recording assignments of Mortgage, as and when required by Buyer in its discretion). Seller is deemed shall take such further actions as are necessary in order to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a perfect Buyer's first priority security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeany hedges.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Letter Agreement (American Home Mortgage Investment Corp)
Security Interest. a. On (a) Borrower grants to Lender a first-priority perfected security interest in each Purchase Dateof the Accounts and any and all funds now or hereafter deposited in the Accounts as additional security for payment of the Debt. Until expended or applied in accordance herewith, Seller the Accounts and the funds therein shall constitute additional security for the Debt. The provisions of this Article 10 are intended to give Lender “control” of the Accounts and the Account Collateral within the meaning of the UCC.
(b) Notwithstanding anything to the contrary in this Article 10, upon the occurrence of an Event of Default (and until such time, if ever, that such Event of Default is expressly waived by Lender in writing in its sole discretion), without notice from Lender (a) Borrower shall have no rights in respect of the Accounts, (b) Lender may liquidate and transfer any amounts then invested pursuant to the applicable terms hereof to the Accounts or reinvest such amounts as Lender may reasonably determine is necessary to perfect or protect any security interest granted or purported to be granted hereby sellsor pursuant to the other Loan Documents or to enable Lender to exercise and enforce Lender’s rights and remedies hereunder or under any other Loan Document with respect to any Account or any Account Collateral, assigns and conveys (c) Lender shall have all rights and interests remedies with respect to the Accounts and the amounts on deposit therein and the Account Collateral as described in this Agreement and in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansMortgages, in addition to all of the event any such Transactions are deemed rights and remedies available to be loansa secured party under the UCC, and and, notwithstanding anything to the contrary contained in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest this Agreement or in the Purchased Mortgage LoansMortgage, any Agency Security or right to receive may apply the amounts of such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, Accounts as Lender determines in its sole discretion including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements payment of the Debt.
(if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accountsc) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (includingBorrower shall not, without limitationobtaining the prior written consent of Lender, further pledge, assign or grant any other accounts) or any security interest in the Purchased Mortgage LoansAccounts or the funds deposited therein or permit any lien to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements, except those naming Lender as the secured party, to be filed with respect thereto.
(d) The insufficiency of any balance in any of the Accounts shall not relieve Borrower from each of its covenants, agreements and obligations contained in this Agreement and in the other Loan Documents.
(e) Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the related Accounts or Account Collateral or the performance of the obligations for which the Accounts or Account Collateral were established, except to the extent arising from the gross negligence or willful misconduct of Lender, its agents or employees. Borrower shall assign to Lender all rights and claims Borrower may have against all Persons supplying labor, materials or other services which are to be paid from or secured by the Accounts or Account Collateral; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.
(f) Borrower acknowledges and agrees that the Accounts are subject to the sole dominion, control and discretion of Lender, its authorized agents or designees, subject to the terms hereof, and any proceeds (including the related securitization proceeds) and distributions Borrower shall have no right of withdrawal with respect to any Account except with the prior written consent of Lender or as otherwise provided herein.
(g) Borrower shall deliver to Lender for filing a financing statement or statements under the UCC in connection with any of the foregoing Accounts and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and Account Collateral with respect thereto in the event form required to properly perfect Lender’s security interest therein. Borrower agrees that at any time and from time to time, at the Seller is deemed to retain any residual Servicing Rightsexpense of Borrower, Borrower will promptly execute and deliver all further instruments and documents, and for the avoidance of doubttake all further action, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as that may be reasonably necessary or desirable, or that Lender may reasonably request, in order to fully perfect Buyer’s and protect any security interest created hereby. Furthermore, the Seller granted or purported to be granted hereby authorizes the Buyer or to file financing statements relating enable Lender to the Repurchase Assets, as the Buyer, at exercise and enforce its option, may deem appropriate. The Seller shall pay the filing costs for rights and remedies hereunder with respect to any financing statement Account or statements prepared pursuant to this Section 8Account Collateral.
Appears in 1 contract
Sources: Term Loan Agreement (Developers Diversified Realty Corp)
Security Interest. a. On each Purchase Date, Each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, collaterally assigns and pledges to the Administrative Agent, for the benefit of each Buyer a fully perfected first priority Entity, as security interest and margin for the payment and performance of all Obligations of each Seller to any Buyer Entity in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer Group a security interest in all of such Seller’s rights, interests and title, if any, to in or under the Servicing Rights and proceeds related thereto and in all instancesfollowing, whether now owned or hereafter acquired, now existing or hereafter created: (a) each Deposit Account, Securities Account or other trust or custodial account maintained for any Seller by or with any Buyer Entity in the Buyer Group pursuant to a Governing Agreement or any related Program Agreement; (b) all property (including Security Entitlements) now or hereafter credited to or held in any such account or otherwise held, or carried by or through, or subject to the control of any Buyer Entity in the Buyer Group or agent thereof in connection with a Governing Agreement whether fully paid or otherwise; (c) all rights under the Governing Agreements and any related Program Agreements, including, without limitation, all rights of any Seller in any obligation of any Buyer Entity in the Buyer Group and all rights of any Seller in or to any Activity in connection with a Governing Agreement or any related Program Agreement; (d) all Accounts, Chattel Paper, Commodity Accounts, Commodity Contracts, Documents, General Intangibles, Instruments, Investment Property, Letter-of-Credit Rights and Securities held under or constituting collateral or security under or pursuant to any Governing Agreement or any related Program Agreement (including any “Pledged Collateral” as defined in the Depositor Equity Pledge Agreement); and (e) all Proceeds of or distributions on any of the foregoing (collectively, clauses (a) through (e) (“Margin”)). The description of any property that is Margin contained in any Activity is incorporated into this Agreement as if fully set forth herein and constitutes Margin hereunder. In addition to any other provisions, obligations or understandings of the Sellers under any Governing Agreement, or 4 2014057.06-NYCSR07A - MSW otherwise, each Seller hereby acknowledges and agrees that the foregoing provision grant is intended to use each Seller’s Margin as security (limited to the Margin pledged by each Seller unless any Seller provides additional recourse in any Governing Agreement or elsewhere) for any Seller’s Obligations. Without limiting the characterization of this Agreement as a master netting agreement, the grant herein is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder Activities under the Governing Agreements as defined under Sections 101(47)(A)(v) ), 101(25)(E), 101(38A)(A), (101)(53B)(A)(vi), and 741(7)(A)(xi) ), 761(4)(J), of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Margin, Setoff and Netting Agreement
Security Interest. a. On each Purchase DateTo secure payment of the principal of and all interest on the Loan, Seller the Investor hereby sellsassigns, assigns pledges and conveys grants to DLJ Merchant Banking II, Inc. (the "AGENT"), for the benefit of the Lender, a security interest in (and, to the extent not previously delivered, delivers to the Agent): (i) _______________ Common Shares acquired by the Investor from the Company as of the date hereof and all other shares of capital stock acquired by the Investor from the Lender (collectively, the "PLEDGED SHARES"); (ii) all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued privileges with respect to the extent backed by Pledged Shares; (iii) all income and profits thereon; (iv) all dividends, payments and other distributions with respect thereto; and (v) all proceeds thereof and substitutions therefor, other than any of the Purchased Mortgage Loanscash income, the Recordsprofits, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accountsdividends, payments, distributions or proceeds so long as the Investor is not in default hereunder (collectively, the "COLLATERAL"). The Investor is delivering to the Agent certificates representing the Pledged Shares in pledge hereunder. Certificates evidencing the Pledged Shares shall remain in the physical custody of the Agent at all times until the Investor has made payment in full of all principal and interest on the Loan. However, the Agent may elect to release certificates on the request of Investor in connection with a transfer by Investor which is permitted hereunder, so long as the proceeds of such sale are applied as provided herein and, in its reasonable discretion, the Agent determines that the remaining Collateral is sufficient to secure the Loan. This Promissory Note and Pledge constitutes a security agreement for purposes of the Uniform Commercial Code in all relevant jurisdictions. Upon the nonpayment of principal or interest when due hereunder or under any other note issued in connection with any other loan made by Lender to Investor on similar terms (a "DEFAULT"), the Agent (i) may, by notice to the Investor, declare the Loan (together with accrued and unpaid interest thereon) to be, and the Loan shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Investor, and (ii) shall have all the rights and remedies of a secured party provided in the Uniform Commercial Code in force in New York. The Pledged Shares are granted as security only and shall not subject the Agent or the Company to, or in any way affect or modify, any obligation or liability of the Investor with respect to payment (including payments any of its Collateral or any transaction in connection therewith. The Investor agrees that it will, at the Company's expense and in such manner and form as the Agent may reasonably require, execute, deliver, file and record any financing statement, specific assignment or other paper and take any other action that may be reasonably necessary or desirable, or that the Agent may reasonably request, in order to create, preserve, or validate any security interest or finance charges), general intangibles to enable the Agent to exercise and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions enforce its rights hereunder with respect to any of the foregoing Collateral. To the extent permitted by applicable law, the Investor hereby authorizes the Agent to execute and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptfile, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality name of the foregoing Investor or otherwise, Uniform Commercial Code financing statements (which may be carbon, photographic, photostatic or other reproductions of this Promissory Note and Pledge or of a financing statement relating to this Promissory Note and Pledge) which the Agent in the event that the Seller is deemed its sole discretion may deem necessary or appropriate to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a further perfect its security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy CodeCollateral.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Subscription Agreement (Decrane Aircraft Holdings Inc)
Security Interest. a. On each Purchase Date, (a) Purchaser and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all the Transactions hereunder be sales and purchases to Purchaser of the Purchased Assets and not loansloans from Purchaser to Seller secured by the Purchased Assets (other than for U.S. federal, state and local income and franchise Tax purposes more fully described in Article 23(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, including in the event any that, other than for such Tax purposes, a court or other forum re-characterizes the Transactions are deemed to be loanshereunder as other than sales, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations all of Seller’s obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, Seller hereby grantsassigns, assigns pledges and pledges to Buyer grants a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsits right, title or interests as are specified on a Transaction Request and/or Trust Receiptand interest in, in all instancesto and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the terms and conditions of this Agreement, to Purchaser to secure the payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by it to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 27, and under the other Transaction Documents (collectively, the “Repurchase AssetsObligations”).
b. The . Seller acknowledges that it has no rights agrees to service ▇▇▇▇ its books and records to evidence the Purchased Mortgage Loansinterests granted to Purchaser hereunder. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grantshereby pledges, assigns and pledges grants to Buyer Purchaser as further security for Seller’s obligations to Purchaser hereunder, a continuing first priority security interest in and Lien upon any Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the Servicing Rights rights and proceeds related remedies of a “secured party” under the Uniform Commercial Code with respect thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file (such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermorepledge, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets“Related Credit Enhancement”). For purposes of this Agreement, as the Buyer, at its option, may deem appropriate. The Seller “Collateral” shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Colony Credit Real Estate, Inc.)
Security Interest. a. On each Purchase DateBuyer and Seller intend, Seller hereby sellsfor all purposes other than those described in Section 22(e), assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases to Buyer of the Purchased Loans and not loansloans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transactions are Transaction is deemed to be loansa loan (except in the case of the grant of security interests by Master Seller under clause (b) below, which shall be unconditional as of the date hereof), Master Seller, on behalf of itself and on behalf of each Series Seller, hereby pledges all of its and each Series Seller’s right, title, and in any eventinterest in, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grantsunder and grants a lien on, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans(which lien and security interest shall be of first priority), any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loansits and each Series Seller’s right, the Recordstitle, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other following property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase AssetsCollateral”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges ) to Buyer a security interest in to secure the Servicing Rights payment and proceeds related thereto and in performance of all instances, whether now owned other amounts or hereafter acquired, now existing or hereafter created. The foregoing provision is intended obligations owing to constitute a security agreement or other arrangement or other credit enhancement related Buyer pursuant to this Agreement and Transactions the other Transaction Documents (the “Repurchase Obligations”) (it being understood that the grant of security interest in any items described below which are otherwise sold to Buyer pursuant to any Transaction hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees is made to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect secure Buyer’s security interest created hereby. Furthermoretherein in the event any such Transaction is deemed to be a loan):
(a) the Purchased Loans, the Seller hereby authorizes the Buyer to file financing statements Servicing Agreements, Servicing Records, Servicing Rights, insurance relating to the Repurchase AssetsPurchased Loans, all Hedging Transactions related to the Purchased Loans and collection and escrow accounts relating to the Purchased Loans;
(b) the Cash Management Account and all monies from time to time on deposit in the Cash Management Account;
(c) all “general intangibles”, “accounts” and “chattel paper” as defined in the Buyer, at its option, may deem appropriate. The Seller shall pay UCC relating to or constituting any and all of the filing costs for any financing statement or statements prepared pursuant to this Section 8.foregoing; and
Appears in 1 contract
Sources: Master Repurchase Agreement (LoanCore Realty Trust, Inc.)
Security Interest. a. On each Purchase DateAs additional security for performance of Tenant's obligations under this Lease, Seller Tenant hereby sellsgrants to Landlord a lien and security interest in all of Tenant's FF&E hereinafter placed in or upon the Premises, assigns and conveys such property shall be and remain subject to Landlord's lien and security interest for payment and performance of all rights and interests obligations of Tenant under this Lease. Landlord's security interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule FF&E shall be subject and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, subordinate only to a lien in the event any such Transactions are deemed principal amount not to be loansexceed $1,000,000, and in any event, Seller hereby pledges granted to Buyer the FF&E Lender as security for the performance by Seller FF&E Loan. This Section 13.2 shall constitute a Security Agreement under the Uniform Commercial Code of its Obligations the State of California ("UCC") and hereby grantsshall be enforceable as a security interest against all of the FF&E in accordance with the UCC. Tenant agrees to execute, assigns and pledges as debtor, such financing statements as Landlord may now or hereafter request from time to Buyer a fully perfected first priority time in order to establish and/or perfect the security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued FF&E granted herein pursuant to the extent backed by any UCC. Landlord, as a secured party, shall be entitled to all rights and remedies afforded to secured party under the UCC in addition to and cumulative of Landlord's rights and remedies provided hereunder or at law or in equity. Concurrently with the Purchased Mortgage Loans, the Recordsexecution of this Lease, and all related Servicing Rightsfrom time to time thereafter upon request, Tenant shall execute and deliver to Landlord a UCC-1 Financing Statement in a form reasonably acceptable to Landlord evidencing and perfecting such security interest. Notwithstanding the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans)foregoing, any related Take-out Commitmentsprovided Tenant is not then in default, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller Landlord agrees to execute, deliver and/or file if required by the FF&E Lender (excluding any such documents and perform such acts as may be reasonably necessary items which Tenant is required to fully perfect Buyer’s leave in the Premises at the end of the Lease Term), a UCC-2 Subordination of Landlord's security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assetssecurity interest of such lender with respect to the items financed, as the Buyerin a form reasonably acceptable to Landlord and such lender, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Tenant's sole cost and expense.
Appears in 1 contract
Sources: Multi Plex Theater Lease (Cinemastar Luxury Theaters Inc)
Security Interest. a. On each Purchase DateTo secure the payment and performance of all of the Obligations when due, Seller Borrower hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Silicon a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loansfollowing (collectively, the Records"Collateral"): all right, title and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller Borrower in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesfollowing, whether now owned or hereafter acquiredarising or acquired and wherever located: all Accounts; all Inventory; all Equipment; all Deposit Accounts; all General Intangibles (including without limitation all intellectual property); all Investment Property; all other property; and any and all claims, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality and interests in any of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rightsabove, and all guaranties and security for any of the avoidance of doubtabove, Seller grantsand all substitutions and replacements for, assigns additions, accessions, attachments, accessories, and pledges to Buyer a security interest in the Servicing Rights improvements to, and proceeds related thereto (including proceeds of any insurance policies, proceeds of proceeds and in claims against third parties) of, any and all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to executeabove, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements all Borrower's books relating to any and all of the Repurchase Assetsabove. NOTWITHSTANDING THE FOREGOING, as the BuyerTHE SECURITY INTEREST GRANTED HEREIN DOES NOT EXTEND TO AND THE TERM "COLLATERAL" DOES NOT INCLUDE ANY LICENSES WHERE BORROWER IS THE LICENSEE TO THE EXTENT THAT (I) THE GRANTING OF A SECURITY INTEREST THEREIN WOULD BE CONTRARY TO APPLICABLE LAW, at its optionOR (II) THAT SUCH RIGHTS ARE NON-ASSIGNABLE BY THEIR TERMS (BUT ONLY TO THE EXTENT SUCH PROHIBITION IS ENFORCEABLE UNDER APPLICABLE LAW, may deem appropriateINCLUDING THE CODE). The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.EXCEPT AS DISCLOSED ON THE SCHEDULE ATTACHED HERETO, BORROWER REPRESENTS AND WARRANTS TO SILICON THAT IT IS NOT A PARTY TO, NOR IS IT BOUND BY, ANY SUCH LICENSE OR OTHER AGREEMENT. BORROWER SHALL AT ALL TIMES USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE LICENSE AND OTHER AGREEMENTS THAT ARE MATERIAL TO ITS BUSINESS TO PERMIT THE GRANT BY BORROWER OF A SECURITY INTEREST THEREIN TO SILICON
Appears in 1 contract
Sources: Loan and Security Agreement (Callidus Software Inc)
Security Interest. a. On each Purchase DateSection 2.01 Purchaser and Seller confirm that the transaction contemplated herein (the “Transaction”) is a purchase and sale of the Subject Assets and is not loan transaction. In the event, Seller hereby sellsfor any reason, assigns that the Transaction is deemed by any court or regulatory authority, as a result of a change of law or otherwise, not to be a purchase and conveys all rights and interests in sale of the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Subject Assets. Although , then the parties understand and intend that all Transactions hereunder be sales and purchases and not loansthis Agreement constitutes a “securities contract” as that term is defined in Section 741(7) of the United States Bankruptcy Code. In addition to the foregoing, in the event any such Transactions are deemed to be loans, and in any event, (x) Seller hereby pledges to Buyer Purchaser as security for the performance by Seller of its Obligations obligations under this Agreement and hereby grants, assigns and pledges to Buyer Purchaser a fully perfected first first-priority security interest in the Purchased Mortgage LoansSubject Assets, together with any Agency Security documents related or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans ancillary thereto (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceedsOriginal Assignment Documents) and distributions with respect to all products and proceeds of any and all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase AssetsCollateral”)) and (y) possession of any other documentation relating to the Subject Assets by Seller shall constitute constructive possession by Purchaser.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality Section 2.02 For purposes of the foregoing and in grant of the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in pursuant to this Article, the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended Agreement shall be deemed to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) the New York Uniform Commercial Code (the “UCC”). Purchaser shall have all of the Bankruptcy Code.
c. rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York and Seller agrees shall have all of the rights and may exercise all of the remedies of a debtor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (a) Seller, at its sole cost and expense, shall cause to executebe filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, deliver and/or file UCC 1 financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such documents and perform Filings to Purchaser upon completion thereof, (b) Seller shall from time to time take such acts further actions as may be reasonably necessary requested by Purchaser to fully perfect Buyer’s maintain and continue the perfection and priority of the security interest created hereby. Furthermore, granted hereby (including marking its records and files to evidence the interests granted to Purchaser hereunder) and (c) Seller hereby authorizes the Buyer Purchaser, at Purchaser’s option, to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8such Filings.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and (a) Paragraph 6 of the Repurchase Assets. Agreement is hereby deleted in its entirety and replaced by the following: Although the parties Buyer and Seller intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, for any reason, any Transaction is construed by any court as a secured loan rather than a purchase and sale, the parties intend that Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges shall have granted to Buyer a fully perfected first priority security interest in all of Seller's right to and title and interest in (including the right to convey title thereto) the following property, whether now existing or hereafter acquired: the Collateral, the Additional Purchased Mortgage LoansSecurities, Records, any Agency Security or right security accounts, including the Collection Account, and all rights to receive Income and the rights to enforce such Agency Security when issued to the extent backed by payments arising from any of the Purchased Mortgage Loans, the Records, Securities and all related Servicing Rights, the Program Agreements proceeds thereof.
(b) Seller will execute all filings necessary to the extent such Program Agreements and Seller’s right thereunder relate to give Buyer a first priority perfected security interest in the Purchased Mortgage Loans)Securities, any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited toto a first mortgage, any payments deed of trust or proceeds under any related primary insurance, hazard insurance similar security on the underlying fee simple or leasehold interests in real estate. Seller shall pay all fees and FHA Mortgage Insurance Contracts expenses associated with perfecting and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any maintaining such security interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, the cost of filing financing statements and continuation statements under the Uniform Commercial Code and the recording of any other accounts) assignment of Mortgage or any interest lease in the Purchased appropriate jurisdiction as and when required thereunder. Buyer shall not record any assignment of Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any until there shall have occurred an Event of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”)Default hereunder.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in (c) In the event that Buyer elects to engage in repurchase transactions with the Seller is deemed Purchased Securities or otherwise elects to retain any residual Servicing Rights, and for pledge or hypothecate the avoidance of doubtPurchased Securities, Seller grantsshall, assigns and pledges to at the request of Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v(i) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents do and perform such acts as may be reasonably and things necessary to fully perfect enable the Custodian to do and perform such further acts and things and to execute and deliver to Buyer and its counterparty such additional documents, acknowledgments, powers and instruments as are required by Buyer in connection with such transaction and such counterparty, and (ii) provide Buyer’s 's counterparty in such repurchase transaction with an opinion of counsel to the effect that such counterparty has a perfected first priority security interest created herebyin such Purchased Securities. Furthermore, the Buyer shall promptly reimburse Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to Seller's out-of-pocket expenses incurred in connection with performance under this Section 810(c).
Appears in 1 contract
Sources: Master Repurchase Agreement (Bingham Financial Services Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and (a) Paragraph 6 of the Repurchase Assets. Agreement is hereby deleted in its entirety and replaced by the following: Although the parties Buyer and Seller intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, for any reason, any Transaction is construed by any court as a secured loan rather than a purchase and sale, the parties intend that Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges shall have granted to Buyer a fully perfected first priority security interest in all of Seller's right to and title and interest in (including the right to convey title thereto)the following property, whether now existing or hereafter acquired: the Collateral, the Additional Purchased Mortgage LoansSecurities, Records, any Agency Security or right security accounts, including the Collection Account, and all rights to receive Income and the rights to enforce such Agency Security when issued to the extent backed by payments arising from any of the Purchased Mortgage Loans, the Records, Securities and all related Servicing Rights, the Program Agreements proceeds thereof.
(b) Seller will execute all filings necessary to the extent such Program Agreements and Seller’s right thereunder relate to give Buyer a first priority perfected security interest in the Purchased Mortgage Loans)Securities, any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited toto a first mortgage, any payments deed of trust or proceeds under any related primary insurance, hazard insurance similar security on the underlying fee simple or leasehold interests in real estate. Seller shall pay all fees and FHA Mortgage Insurance Contracts expenses associated with perfecting and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any maintaining such security interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, the cost of filing financing statements and continuation statements under the Uniform Commercial Code and the recording of any other accounts) assignment of Mortgage or any interest lease in the Purchased appropriate jurisdiction as and when required thereunder. Buyer shall not record any assignment of Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any until there shall have occurred an Event of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”)Default hereunder.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in (c) In the event that Buyer elects to engage in repurchase transactions with the Seller is deemed Purchased Securities or otherwise elects to retain any residual Servicing Rights, and for pledge or hypothecate the avoidance of doubtPurchased Securities, Seller grantsshall, assigns and pledges to at the request of Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v(i) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents do and perform such acts as may be reasonably and things necessary to fully perfect enable the Custodian to do and perform such further acts and things and to execute and deliver to Buyer and its counterparty such additional documents, acknowledgments, powers and instruments as are required by Buyer in connection with such transaction and such counterparty, and (ii) provide Buyer’s 's counterparty in such repurchase transaction with an opinion of counsel to the effect that such counterparty has a perfected first priority security interest created herebyin such Purchased Securities. Furthermore, the Buyer shall promptly reimburse Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to Seller's out-of-pocket expenses incurred in connection with performance under this Section 810(c).
Appears in 1 contract
Sources: Master Repurchase Agreement (Bingham Financial Services Corp)
Security Interest. a. On each Purchase Date(A) To secure the Borrower’s full and punctual payment and performance of all present and future Indebtedness to the Lender or any successor or transferee thereof, Seller hereby sells, assigns and conveys including without limitation all rights and interests in promissory notes heretofore or hereafter executed by the Purchased Mortgage Loans identified on Borrower pursuant to the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansAgreement, in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney’s fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements relating to interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other similar transaction), the event any such Transactions are deemed Pledgor hereby pledges, pawns, transfers and grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority continuing security interest in and to all of the Purchased Mortgage Loansfollowing property of the Pledgor, whether now owned or existing or hereafter acquired or arising (collectively the “Collateral”): One Hundred Thousand (100,000) shares of the common stock of NGS Sub. Corp., a Delaware corporation (“NGS Sub”) represented by Certificate No. CS-i dated September 26, 2003, registered in the Pledgor’s name, together with any Agency Security additional shares of NGS Sub issued hereafter as stock dividends, stock splits or otherwise, or shares received as a result of any merger or consolidation of NGS Sub, all rights of any nature whatsoever which may be issued or granted by NGS Sub to the Pledgor, all right, title and interest of the Pledgor as a shareholder of NGS Sub including without limitation the right to receive vote, all certificates and instruments representing or evidencing all such Agency Security when issued shares and rights, all cash, liquidation and other dividends now or hereafter declared thereon, all stock redemption payments and all other monies due or to the extent backed by become due thereunder, all stock warrants and other rights to subscribe to securities now or hereafter incident thereto or declared or granted in connection therewith, and all distributions (cash or property) made or to be made in connection therewith or incident thereto, and together with all proceeds of all or any of the Purchased Mortgage Loansforegoing, in whatever form. NGS Sub is hereinafter sometimes referred to as the Records“Subsidiary”.
(C) The security interests are granted as security only and shall not subject the Lender to, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans)or transfer or in any way affect or modify, any related Take-out Commitments, any Property relating to obligation or liability of the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions Pledgor with respect to any of the foregoing and Collateral or any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, transaction in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”)connection therewith.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On (a) Buyer and each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Assets and not loansloans from Buyer to Sellers secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loans, hereunder as loans and in any event, Seller hereby pledges to Buyer as security for the performance by each Seller of its Obligations and hereby grants, assigns and pledges all of such Seller’s obligations to Buyer under the Transaction Documents and the Transactions entered into hereunder, or in the event that a fully perfected first priority transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Buyer, each Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Mortgage Loans, any Agency Security or right Items (as defined below) to receive such Agency Security when issued Buyer to secure the extent backed payment of the Repurchase Price on all Transactions to which it is a party and all other amounts owing by any Seller or its Affiliates to Buyer and any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and SellerBuyer’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan present or the related Mortgaged Propertyfuture Affiliates hereunder, including, but not limited towithout limitation, amounts owing pursuant to Article 25, under the other Transaction Documents, including any payments or proceeds obligations of such Seller under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including Hedging Transaction entered into with any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans Affiliated Hedge Counterparty (including, without limitation, any other accounts) or any interest all amounts anticipated to be paid to Buyer by an Affiliated Hedge Counterparty as provided for in the Purchased Mortgage Loansdefinition of Repurchase Price or otherwise) and the Other Facility Repurchase Obligations, and any proceeds (including to secure the related securitization proceeds) and distributions obligation of such Seller or its designee to service the Purchased Assets in conformity with respect to any of the foregoing Article 27 and any other propertyobligation of such Seller to Buyer (collectively, rightsthe “Repurchase Obligations”). Each Seller shall ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All of each Seller’s right, title or interests as are specified on a Transaction Request and/or Trust Receiptand interest in, in all instancesto and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyand wherever located, is hereinafter referred to as the “Repurchase AssetsPurchased Items”).:
b. The Seller acknowledges that it has no rights to service (i) the Purchased Mortgage Loans. Without limiting the generality Assets and all “securities accounts” (as defined in Article 8-501(a) of the foregoing UCC) to which any or all of the Purchased Assets are credited;
(ii) any and all interests of each Seller in, to and under the applicable Depository Account and all monies from time to time on deposit in each Depository Account;
(iii) any cash or Cash Equivalents delivered to Buyer in accordance with Article 4(a);
(iv) the event that the Seller is deemed to retain any residual Purchased Asset Documents, Servicing Agreements, Servicing Records, Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements servicing fees relating to the Repurchase Purchased Assets, insurance policies relating to the Purchased Assets, and collection and escrow accounts and letters of credit relating to the Purchased Assets;
(v) Each Seller’s right under each Hedging Transaction, if any, relating to the Purchased Assets to secure the Repurchase Obligations;
(vi) all “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”, “securities accounts” and “deposit accounts”, each as defined in the BuyerUCC, at its option, may deem appropriate. The Seller shall pay relating to or constituting any and all of the filing costs for any financing statement or statements prepared pursuant to this Section 8.foregoing;
Appears in 1 contract
Sources: Master Repurchase Agreement (Blackstone Mortgage Trust, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Seller hereby assigns to the Agent for its Obligations benefit and the ratable benefit of the Investors and the Banks, and hereby grantsgrants to the Agent for its benefit and the ratable benefit of the Investors and the Banks, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansin, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate right, title and interest in, to and under (but none of the Purchased Mortgage Loans)Seller’s obligations under) all of the following, any related Take-out Commitmentswhether now or hereafter existing or arising:
(a) the SPV Purchase Agreement, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the SPV Purchase Agreement, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the SPV Purchase Agreement, (iii) all rights of the Seller to receive proceeds of any other accounts) insurance, indemnity, warranty or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions guaranty with respect to the SPV Purchase Agreement, (iv) claims of the Seller for damages arising out of or for breach of or default under the SPV Purchase Agreement, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder,
(b) all Receivables, the Related Security with respect thereto and the Collections and all other assets, including, without limitation, accounts, chattel paper, instruments and general intangibles (as those terms are defined in the UCC) owned by the Seller and not otherwise purchased or scheduled to be purchased under this Agreement,
(c) the Lock-Box Accounts and Blocked Accounts and all amounts on deposit therein and all certificates and instruments, if any, from time to time evidencing any of the foregoing and
(d) to the extent not included in the foregoing, all proceeds of any and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Receivables Purchase Agreement (United Rentals North America Inc)
Security Interest. a. On (a) Purchaser and each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in Counterparty intends that the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases to Purchaser of the Purchased Assets and not loansloans from Purchaser to Seller secured by the Purchased Assets (other than as described in Article 21(g)). However, in order to preserve Purchaser’s rights under the Transaction Documents, in the event any such that a court or other forum re-characterizes the Transactions are deemed to be loanshereunder as other than sales, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller Counterparties of its Obligations all of Seller Counterparties’ obligations to Purchaser under the Transaction Documents and the Transactions entered into hereunder, or in the event that a transfer of a Purchased Asset is otherwise ineffective to effect an outright transfer of such Purchased Asset to Purchaser, each Seller Counterparty hereby grantsassigns, assigns pledges and pledges to Buyer grants a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsits right, title or interests as are specified on a Transaction Request and/or Trust Receiptand interest in, in all instancesto and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the terms and conditions of this Agreement, to Purchaser to secure the payment of the Repurchase Price and the Swingline Repayment Amounts on all Transactions to which a Seller Counterparty is a party and all other amounts owing by Seller Counterparties to Purchaser hereunder, including, without limitation, amounts owing pursuant to Article 25, and under the other Transaction Documents (collectively, the “Repurchase AssetsObligations”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, if any determination is made that any Mezzanine Loan which is a Purchased Asset was not sold by Seller grantsCounterparties to Purchaser pursuant to this Agreement, or that mezzanine loans do not qualify for the safe harbor treatment provided by the Bankruptcy Code, then each Seller Counterparty hereby pledges, assigns and pledges grants to Buyer Purchaser as further security for Seller Counterparties’ obligations to Purchaser hereunder, a continuing first priority security interest in and Lien upon each such Mezzanine Loan which constitutes a Purchased Asset hereunder, and Purchaser shall have all the Servicing Rights rights and proceeds related remedies of a “secured party” under the Uniform Commercial Code with respect thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file (such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermorepledge, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets“Related Credit Enhancement”). For purposes of this Agreement, as the Buyer, at its option, may deem appropriate. The Seller “Collateral” shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.mean:
Appears in 1 contract
Sources: Master Repurchase Agreement (Granite Point Mortgage Trust Inc.)
Security Interest. a. On each Purchase DateTo secure the timely payment and performance of the Obligations (as defined below), Seller American Tissue does hereby sells, assigns and conveys all rights and interests in grant a purchase money (to the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance fullest extent permitted by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority applicable law) security interest in favor of Boise Cascade in and to all the Purchased Mortgage Loansestate, any Agency Security right, title, and interest of American Tissue, whether now or right to receive such Agency Security when issued to later acquired, in and under the extent backed by any of the Purchased Mortgage Loans, the RecordsPaper Machine (including all future improvements and additions and replacements thereto), and all related Servicing Rightsleasehold improvements hereafter made by American Tissue at the No. 3 Paper Machine Building (collectively, the Program Agreements (to the extent such Program Agreements "Collateral"). American Tissue shall also execute, deliver, and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Incomerecord a deed of trust, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest form of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments which is attached as Exhibit R. The "Obligations" means all obligations of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, American Tissue now existing or hereafter created (collectivelyarising under this Agreement, including but not limited to the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights Promissory Note annexed as Exhibit I and the obligation of American Tissue to service make all payments and perform all obligations pursuant to the Purchased Mortgage Loans. Without limiting the generality provisions of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined to transfer title to the Paper Machine to Boise Cascade under Sections 101(47)(A)(vcertain circumstances in accordance with the provisions of this Agreement. If American Tissue is in default under the provisions of this Agreement after notice and the expiration of any grace or cure periods provided for in this Agreement, then upon not less than ten (10) days' notice to American Tissue, Boise Cascade may exercise all the applicable rights and 741(7)(A)(xi) remedies granted to a secured party by applicable law, including but not limited to the Uniform Commercial Code of the Bankruptcy Code.
c. Seller state of Oregon. American Tissue represents, warrants, and covenants that the security interest created hereby is prior to any other security interest or lien created or suffered by American Tissue in the Collateral. American Tissue agrees that from time to executetime, at the expense of American Tissue, American Tissue will promptly execute and deliver and/or file such all further instruments and documents and perform take all further action that may be reasonably necessary or that Boise Cascade may reasonably request in order to perfect and evidence the security interest granted pursuant to this section, including the execution and filing of such acts financing or continuation statements or amendments thereto as may be reasonably necessary to fully perfect Buyer’s necessary. The security interest created herebyshall remain in full force and effect until payment in full of the Obligations and shall be binding upon American Tissue, its successors and assigns, and shall inure to the benefit of Boise Cascade and its successors and assigns. FurthermoreNotwithstanding the foregoing or anything else to the contrary set forth in this Agreement, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared security interest in favor of Boise Cascade created pursuant to this Agreement shall be and shall be deemed to be subordinate to the lien(s) and/or security interest(s) hereafter granted by American Tissue to one or more third parties unrelated to American Tissue in connection with the financing of the Paper Machine and all improvements, additions and replacements hereafter made to the Paper Machine, provided, however, no such subordination shall be effective unless substantially all of the net proceeds of such financing (whether by way of a direct loan to American Tissue or a guarantee by American Tissue of such financing from an unrelated third party) are applied first in full or partial payment or prepayment of the promissory note from American Tissue to Boise Cascade in the principal amount of $4,000,000.00 of even date herewith referred to in Section 82 of this Agreement; provided further, the maximum aggregate principal amount of all such financing to which Boise Cascade's lien and security interest shall be subordinate ("Maximum Subordinated Debt") with respect to the Paper Machine (in its current condition) shall equal (i) $4,000,000.00 and (ii) the total accumulated costs of all those improvements, additions and replacements made to the Paper Machine which are capitalized pursuant to the capitalization and depreciation policies set forth in Exhibit K during the three-year period commencing on the date of this Agreement, without any deduction for depreciation. Such subordination shall be automatic and no further instrument of subordination or other documentation shall be required to effectuate or evidence such subordination. However, upon the request of American Tissue or any third party(ies) providing any such financing, Boise Cascade agrees from time to time, at the expense of Boise Cascade, to promptly execute and deliver to American Tissue or any such third party(ies) all further documents or instruments and take all further action that may be reasonably necessary or that American Tissue may reasonably request to effectuate and/or evidence such subordination, including the execution and filing of such documents as may be reasonably necessary.
Appears in 1 contract
Sources: Agreement (American Tissue Inc)
Security Interest. a. On each Purchase DateThe parties acknowledge and agree that this is a “true lease” and title to the leased Property (or Lessee’s interest in the Property if the Property is Software) is vested in the Lessor. In the event a court of competent jurisdiction or other governing authority shall determine that the Lease is not a “true lease” but that the Lease is intended as security or that Lessor (or its assigns) does not hold legal title to or is not the owner of the Property, Seller hereby sellsthe following shall apply:
(1) Effective the execution date of the Lease, assigns Lessee, as debtor, grants a security interest to Lessor, as secured party, in the Property (or Lessee’s interest in the Property if the Property is Software), including but not limited to equipment and conveys other personal property, general intangibles, and if included as Property, Software and Lessee’s license rights and other rights to use the Software (whether the Software is embedded or otherwise), and accessions thereto, and any Software warranties and manuals, License, renewals, attachments, replacements, parts, substitutions, upgrades, modifications, customizations, additions, refunds, rebates, remittances, and all rights and interests in services related thereto, and proceeds of any of the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule foregoing, to secure all duties and the Repurchase Assetsobligations of Lessee under any Lease or other agreement with Lessor. Although the parties intend that all Transactions hereunder The Lease shall be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges a security agreement with Lessee having granted to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer Lessor a security interest in the Servicing Rights Property, and proceeds related thereto the Property shall secure all duties and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement obligations of Lessee under any Lease or other arrangement or other credit enhancement related agreement with Lessor. With regard to this Agreement and Transactions any security interest created hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) in any of the Bankruptcy Property, Lessee consents and agrees that Lessor shall have all of the rights, privileges and remedies of a secured party under the Utah Uniform Commercial Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby (2) Lessee authorizes the Buyer Lessor to file financing statements relating and any records describing the Property and to take any and all actions necessary to perfect Lessor’s interest in the Property. Lessee agrees to execute any further documents, and to take any further actions, reasonably requested by Lessor to evidence or perfect the security interest granted under this subpart of the Lease, to maintain the first priority of the security interests, or to effectuate the rights granted to Lessor under this subpart of the Lease. Lessee shall not file any corrective or termination statement with respect to any UCC financing statements recorded by or for the benefit of Lessor with respect to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Property without Lessor’s prior written consent.
Appears in 1 contract
Sources: Master Lease Agreement
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all rights right, title and interests interest in the Purchased Mortgage Loans identified listed on the related Mortgage Loan Asset Schedule and to the Repurchase Assets. Although extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Mortgage Loans, any the Records related to the Purchased Mortgage Loans, all Servicing Rights related to the Purchased Mortgage Loans, all Agency Security Securities related to Pooled Mortgage Loans that are Purchased Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller’s right rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating Commitments related to the such Purchased Mortgage Loans, all insurance policies and insurance proceeds any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard all insurance policies and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.43
Appears in 1 contract
Sources: Master Repurchase Agreement and Securities Contract (loanDepot, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As security for the performance by Seller payment of its Obligations all present and future liabilities and obligations of Borrower in respect of the Replacement Notes and under the other Loan Documents, Borrower hereby grantspledges and delivers to Lender, assigns and pledges grants a security interest, assigns, transfers and sets over to Buyer Lender, a fully perfected continuing first priority security interest in and lien on (i) the Purchased Mortgage LoansReserve Account, (ii) the NOI Account, as hereinafter defined and (iii) all cash from time to time deposited into the Reserve Account and/or the NOI Account, any Agency Security interest earned thereon and all rights, privileges and options relating thereto or right to receive such Agency Security when issued to paid or payable, declared or granted in connection therewith, or "proceeds" (as defined in the extent backed by Uniform Commercial Code as in effect in the State of New York (the "UCC")) of any or all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquiredforegoing, now existing or hereafter created arising (collectively, the “Repurchase Assets”"Reserve Account Collateral").
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to This Agreement shall constitute a security agreement in respect of the Reserve Account Collateral within the meaning of the UCC, and Lender shall have all of the rights, remedies and powers of a secured party hereunder and thereunder. Borrower agrees to sign and deliver to Lender such financing statements and other notices as may from time to time be reasonably requested or as are necessary, in the opinion of Lender, to establish and maintain valid continuing security interests as established herein in the Reserve Account Collateral and to pay any filing or other arrangement fees relative thereto. To the extent permitted by law, Borrower also authorizes Lender to file such financing statements without the signature of Borrower as debtor. Notwithstanding any other provision hereof, upon the occurrence and during the continuance of a Default, any funds held in the Reserve Account or any interest thereon and any funds in the NOI Account shall be subject to the provisions of the Loan Documents and may be applied by Lender to the payment of the obligations of Borrower under the Loan Documents as Lender may determine in its sole discretion or as may otherwise be provided by the Loan Documents; provided, however, that no such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as provided herein. Funds held in the Reserve Account and NOI Account may be commingled with other credit enhancement related to funds held by Lender provided that such funds may only be utilized in accordance with this Loan Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeother Loan Documents.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Loan Agreement (Sb Partners)
Security Interest. a. On each Purchase DateTo secure the due and punctual payment of all liabilities, Seller whether actual or contingent (“Liabilities”), of the Fund to the Custodian now or hereafter arising or incurred under or in connection with this Agreement, the Fund hereby sells, assigns and conveys all rights and interests in grants to the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Custodian a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (i) all of the Purchased Mortgage LoansFund’s cash, the Recordsdeposit accounts, securities and other investment property, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesassets, whether now owned or hereafter acquired, now existing or hereafter created acquired or created, in the possession or under the control of any of the Custodian and its agents, affiliates and subcustodians and (ii) any and all proceeds of any thereof (collectively, the “Repurchase AssetsCollateral”).
b. . The Seller acknowledges that it has no rights to service Liabilities include, without limitation, (a) the Purchased Mortgage Loans. Without limiting the generality obligations of the foregoing Fund to the Custodian in relation to any advance of cash or securities for any purpose; (b) the obligations of the Fund to the Custodian (in its capacity as foreign exchange provider or otherwise) in relation to any spot or forward foreign exchange contracts or any other foreign exchange contract or facility entered into with the Fund; and (c) the obligations of the Fund to reimburse the Custodian for any taxes, interest, charges, expense, assessments, or other liabilities that may be assessed against or imposed on the Custodian under or in connection with this Agreement, except such Liabilities as may arise from the Custodian’s own fraud, negligence or wilful misconduct in the performance of its duties hereunder. In the event that the Seller is deemed Fund fails to retain satisfy any residual Servicing Rightsof the Liabilities as and when due and payable, the Custodian shall have in respect of the Collateral, in addition to all other rights and remedies arising hereunder or under applicable law, the rights and remedies of a secured party under the Uniform Commercial Code of The Commonwealth of Massachusetts. Without prejudice to the Custodian’s rights under applicable law, the Custodian shall be entitled, without notice to the Fund, to withhold delivery of any Collateral, sell or otherwise realize any such Collateral and to apply the money or other proceeds and any other monies credited to the cash accounts in satisfaction of such Liabilities. The Fund acknowledges that, in the Custodian exercising any such rights or remedies against any of the Collateral, it will be commercially reasonable for the avoidance Custodian (i) to accelerate or cause the acceleration of doubt, Seller grants, assigns and pledges to Buyer a security interest the maturity of any fixed term deposits comprised in the Servicing Rights Collateral and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended (ii) to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file effect such documents and perform such acts currency conversions as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay current rates for the filing costs for any financing statement or statements prepared pursuant to this Section 8sale and purchase of the relevant currencies.
Appears in 1 contract
Sources: Custodian Agreement (Alternative Investment Partners Absolute Return Fund)
Security Interest. a. On each Paragraph 6 of the Agreement is hereby deleted in its entirety and replaced with the paragraph below. Any pledge to Buyer under Paragraph 6 of the Agreement shall be deemed to have been granted as of the Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be treated as (other than for U.S. federal and applicable state and local income tax purposes) sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the payment and performance by Seller of its Obligations obligations under each such Transaction, and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the Purchased Mortgage Loansfollowing items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (but excluding any Agency Security or right to receive such Agency Security when issued to the extent backed by any and all obligations of Seller thereunder): (i) all of the Purchased Mortgage LoansSecurities with respect to all Transactions hereunder, the Records, and (ii) all related Servicing Rights, the Program Agreements (rights to the extent such Program Agreements and Seller’s right thereunder relate to reimbursement or payment of the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to Securities and/or amounts due in respect thereof under the Purchased Securities, (iii) all rights to Income and the rights to enforce such payments arising from the Participated Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) Loans and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans ) with respect thereto (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any FHA Buyout Loan, VA Buyout Loan or any Participated REO Property related thereto, any rights to reimbursement of related Servicing Advances), (iv) all Underlying Assets and (v) any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing foregoing. Seller acknowledges and any other property, rights, title or interests as agrees that its rights with respect to the Purchased Securities and the Underlying Assets are specified on a Transaction Request and/or Trust Receipt, in and shall continue to be at all instancestimes junior and subordinate to the rights of the Buyer hereunder. In addition, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is not such Transactions are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned be loans or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermoresales hereunder, the Seller hereby authorizes grants to Buyer a first priority security interest in all of Seller’s right, title and interest in, to and under the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Collection Account and all amounts on deposit therein.
Appears in 1 contract
Sources: Master Repurchase Agreement (Mr. Cooper Group Inc.)
Security Interest. a. On each Purchase Date, (a) The Seller hereby sells, assigns and conveys all rights and interests in the Buyer intend that the Transaction hereunder be a sale to the Buyer of the Purchased Mortgage Loans identified on Assets and not a loan from the related Mortgage Loan Schedule and Buyer to the Repurchase Seller secured by the Purchased Assets. Although However, in order to preserve the parties intend that all Transactions hereunder be sales and purchases and not loans, Buyer's rights under this Agreement in the event any such Transactions are deemed to be loansthat a court or other forum recharacterizes the Transaction hereunder as other than a sale, and in any event, Seller hereby pledges to Buyer as security for the Seller's performance by Seller of all of its Obligations and Obligations, the Seller hereby grants, assigns and pledges to grants the Buyer a fully perfected first priority security interest in the Purchased Mortgage LoansAdditional Collateral owned by the Seller, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage LoansAssets, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Accountcustodial accounts, Interest Rate Protection Agreements, escrow accounts (including any interest of the Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges)) general intangibles, general intangibles all "securities accounts" (as defined in Section 8-501(a) of the Uniform Commercial Code) to which the related securities are or may be credited, all "investment property", "accounts" and "chattel paper" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and all other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, Assets and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”"Collateral").
b. . The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing parties acknowledge and in the event agree that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance perfection of doubt, Seller grants, assigns and pledges to Buyer a such security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute be accomplished through possession of the related Purchased Assets by the Buyer or by any other Person on the Buyer's behalf. The Seller, ABFS, ABC and Holdings further acknowledge and agree, for themselves and on behalf of any other Affiliates, that rights relating to the Purchased Assets shall only be exercised by or on behalf of the Buyer, pursuant to instructions provided by the Buyer. The Buyer or their designee shall, as applicable, hold any book-entry securities constituting Collateral (the "Book-Entry Securities") through the facilities of a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder Relevant System, as "securities intermediary" (as defined under Sections 101(47)(A)(v) and 741(7)(A)(xiin Section 8-102(a)(14) of the Bankruptcy Uniform Commercial Code.
c. Seller agrees ) and credit them to execute, deliver and/or file such documents and perform such acts a "securities account" (as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, defined in Section 8-501(a) of the Seller hereby authorizes Uniform Commercial Code) exclusively in the Buyer to file financing statements relating to the Repurchase Assets, as name of the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Business Financial Services Inc /De/)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (a) Each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan following items or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest types of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (and wherever located, is hereinafter referred to as a “Purchased Item” and all of them are collectively, the “Repurchase AssetsPurchased Items”).
b. The Seller acknowledges that it has no rights to service the Purchased : all Mortgage Loans. Without limiting , all rights under each Purchase Agreement (but not the generality obligations thereunder), all Interest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans (as defined in Section 24(c)), all Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, 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 Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all monies from time to time on deposit in the Collection Account, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Seller secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Seller is deemed to retain any residual Servicing Rights, Transactions hereunder as loans and as security for the avoidance performance by Seller of doubt, Seller grants, assigns and pledges all of Seller’s obligations to Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, each of NCCC, NCRC and NCMC hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Servicing Rights Purchased Items and proceeds related thereto Purchased Assets to Buyer to secure the Repurchase Obligations and in Seller-Related Obligations, including without limitation the repayment of all instancesamounts owing to Buyer hereunder. The assignment, whether pledge and grant of security interest contained herein shall be, and each of NCCC, NCRC and NCMC hereby represents and warrants to Buyer that it is, a first priority perfected security interest to the extent such security interest relates to the Mortgage Loans. Each of NCCC, NCRC and NCMC agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now owned or hereafter acquiredexisting under this Agreement, now existing including, without limitation, Seller’s obligation to repurchase Purchased Assets, or hereafter created. The foregoing provision if such obligation is intended so recharacterized as a loan, to constitute a security agreement or repay such loan, for the Repurchase Price and to pay any and all other arrangement or other credit enhancement related amounts owing to this Buyer hereunder.
(c) Pursuant to the Custodial and Disbursement Agreement, Custodian shall hold the Mortgage Files as exclusive bailee and agent for Buyer pursuant to the terms of the Custodial and Disbursement Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees shall deliver to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating Trust Receipts each to the Repurchase Assets, effect that Custodian has reviewed such Mortgage Files in the manner and to the extent required by the Custodial and Disbursement Agreement and identifying any deficiencies in such Mortgage Files as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8so reviewed.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. a. On each Purchase DateIn consideration of the Loans and other good and valuable consideration, Seller receipt whereof is hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loansacknowledged, and in any eventorder to secure the payment of the Indebtedness Hereby Secured and the prompt performance and observance of all the covenants and conditions contained in the Trust Agreement, Seller the Loan Agreement, the Note and in this Agreement, Trustee hereby mortgages, assigns, pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer grants a fully perfected first priority security interest in the Purchased Mortgage Loansin, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansand hypothecates unto CoreStates, its successors and assigns, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other propertyfollowing described properties, rights, title interests and privileges (all of which properties are hereinafter collectively referred to as the "Collateral"): DIVISION 1 The Aircraft, together with all accessories, attachments and appurtenances at any time incorporated or interests as are specified on a Transaction Request and/or Trust Receipt, installed in all instancesor appertaining or attached to the Aircraft, whether now owned or hereafter acquired, now existing and all substitutions, renewals and replacements of, and improvements to said Aircraft, together with all the rents, issues, income, profits and avails thereof, and all logs, manuals and data and all records, including, without limitation, all inspection, modification and overhaul records, maintained with respect to the Aircraft. DIVISION 2 All right, title and interest of Trustee in, under and to the Aircraft Lease or hereafter created any other lease entered into from time to time with respect to the Aircraft (a "Subsequent Lease"), any lease schedules thereto and amendments thereof, and all rights and remedies of the lessor under the Aircraft Lease and any Subsequent Lease, any lease schedules thereto and amendments thereof and all rents and other sums due and to become due under the Aircraft Lease and any Subsequent Lease, including without limitation any and all extensions or renewals of the Aircraft Lease, any Subsequent Lease and any subleases thereunder, and all re-lease rents and all guaranties or other agreements securing or supporting the performance of the Lessee under the Aircraft Lease or the lessee under a Subsequent Lease, (collectively, the “Repurchase Assets”"Payment").
b. The Seller acknowledges ; it being the intent and purpose hereof that it has no rights the assignment and transfer to service the Purchased Mortgage Loans. Without limiting the generality CoreStates of the foregoing Payments with respect to the Aircraft Lease and any Subsequent Lease shall be effective and operative immediately All claims, rights, powers, privileges and remedies of Trustee with respect to the Aircraft whether arising under the Aircraft Lease or by statute, at law, in equity or otherwise. DIVISION 4 All right, title and interest of Trustee under the Trust Agreement, (as such term is defined in the event that the Seller is deemed to retain any residual Servicing RightsAircraft Lease), together with all estates and interests therein and thereto, and for all rights, powers and privileges thereunder or in respect thereof, and any and all payments thereunder or in respect thereof to which Trustee is or may become entitled, but the avoidance foregoing shall not include rights, interests, estates, powers and privileges of doubtMeridian Trust Company in its individual capacity, Seller grantsincluding, assigns but not limited to indemnities, undertakings, fees and pledges payments due from Owner Participant to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy CodeMeridian Trust Company thereunder.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, PURCHASER ASSURANCES AND REPRESENTATIONS: To secure payment of Purchaser's indebtedness to Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule hereunder and the Repurchase Assets. Although the parties intend that performance of all Transactions hereunder be sales and purchases and not loansobligations of Purchaser hereunder, in the event any such Transactions are deemed Purchaser hereby grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the RecordsUnits, and in the equipment, if any, described as Additional Security on the front of this Contract, including all related Servicing Rightsattachments, accessories and optional features for such Units and Additional Security (whether or not installed thereon) and all substitutions, replacements, additions and accessions thereto, and proceeds of all the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, foregoing including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loansform of chattel paper. Purchaser will, at its expense, do any act and execute, acknowledge, deliver, file, register and record any proceeds (including the related securitization proceeds) Documents which Seller deems desirable in its discretion to protect Seller's security interest and distributions with respect to any of the foregoing Seller's rights and any other property, rights, title or interests benefits under this Contract. Purchaser hereby irrevocably appoints Seller as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and Purchaser's Attorney-in-Fact for the avoidance signing and filing of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and authorizes Seller to delegate these limited powers. Purchaser acknowledges the signature of Seller or said delegatee upon such documents to be the same as Purchaser's own for all purposes and with the present intent to authenticate the document. Purchaser represents and warrants to Seller that (a) Purchaser has the power to make, deliver and perform such acts as may under this Contract; (b) the person executing and delivering this Contract is authorized to do so on behalf of Purchaser; (c) this Contract constitutes a valid obligation of Purchaser, legally binding upon it and enforceable in accordance with its terms; and (d) all credit, financial and other information submitted to Seller in connection with this Contract is and shall be reasonably necessary true, correct and complete. Purchaser further represents and warrants to fully perfect Buyer’s security interest created hereby. Furthermore, Seller that Purchaser is and shall remain a Corporation registered in the Seller hereby authorizes the Buyer state of NV ("Business Location"); and Purchaser will not change its form of business organization or Business Location without prior written notice to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Seller.
Appears in 1 contract
Security Interest. a. On each Purchase Date, (a) Buyer and the Seller hereby sells, assigns and conveys all rights and interests in intend that the Transactions hereunder be sales to Buyer of the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans from Buyer to Seller secured by the Purchased Mortgage Loans. However, in order to preserve Buyer's rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loans, hereunder as loans and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges all of Seller's obligations to Buyer under this Agreement and the Transactions entered into pursuant to this Agreement, Seller grants Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of (x) the Purchased Mortgage Loans, the Servicing Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property insurance relating to the Purchased Mortgage Loans, Income, any and all insurance policies Hedges, any and insurance proceeds relating all custodial accounts and escrow accounts re▇▇▇▇▇▇ to any the Purchased Mortgage Loan or the related Mortgaged PropertyLoans, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansLoans and the servicing of the Purchased Mortgage Loans and (y) any and all replacements, substitutions, distributions on or proceeds of any and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”"Collateral").
b. The (b) Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing shall pay all fees and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a expenses associated with perfecting Buyer's security interest in the Servicing Rights Collateral, including, without limitation, the cost of filing financing statements under the Uniform Commercial Code and proceeds related thereto recording assignments of Mortgage, as and when required by Buyer in all instancesits sole discretion, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended provided however that Buyer shall not file any assignments of Mortgage prior to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions an Event of Default hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeby Seller.
c. (c) Seller agrees covenants to execute, deliver and/or file take such documents and perform such acts further actions as may be reasonably are necessary in order to fully perfect Buyer’s 's first priority security interest created hereby. Furthermore, in the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Hedges.
Appears in 1 contract
Sources: Master Repurchase Agreement (Firstcity Financial Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, in to secure the event any such Transactions are deemed to be loans, payment and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations obligations, liabilities and indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement and the other Transaction Documents, Seller hereby grantspledges, assigns assigns, transfers and pledges grants to Buyer a fully perfected first priority security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Mortgage Assets in which Seller later acquires ownership, other rights or the power to transfer rights. “Mortgage Assets” means (i) the Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, any Agency Security or right to receive (iii) all Liens securing repayment of such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the RecordsAccounts, (vi) the Takeout Commitments and all related Servicing Rights, the Program Takeout Agreements (to the extent such Program Agreements and Seller’s right rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property (vii) all Hedging Arrangements to the extent relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or (viii) the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Income Collection Account, Interest Rate Protection Agreementstogether with all interest on the Income Collection Account, accounts all modifications, extensions and increases of the Income Collection Account and all sums now or at any time hereafter on deposit in the Income Collection Account or represented by the Income Collection Account and (including any interest ix) all proceeds of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (foregoing including, without limitation, any other accounts) all MBS, and the right to have and receive such MBS when issued, that are, in whole or any interest in the part, based on, backed by or created from Purchased Mortgage LoansLoans for which the full Repurchase Price has not been received by Buyer, irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes Buyer to file such financing statements and amendments relating to the Mortgage Assets as Buyer may deem appropriate, and any proceeds (irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the related securitization proceeds) cost of filing financing statements and distributions amendments under the UCC, registering each Purchased Mortgage Loan with respect to any MERS and recording assignments of the foregoing Mortgages as and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, when required by Buyer in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter createdits sole discretion. The foregoing provision Parties intend that this Section 6(a) is intended to constitute “a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder enhancement”, as defined under and described in Sections 101(47)(A)(v) and 741(7)(A)(xi741(7)(A)(ix) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating related to the Repurchase Assets, as repurchase agreement and securities contract established and evidenced by this Agreement and the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Transactions hereunder.
Appears in 1 contract
Security Interest. a. On each Purchase DateThis Assignment constitutes (i) a valid ------------------ transfer and assignment to the Trust of all right, Seller hereby sells, assigns title and conveys all rights interest of the Transferor in and interests to Receivables now existing and hereafter created in the Purchased Mortgage Loans identified on Additional Accounts designated hereby, and all proceeds (as defined in the related Mortgage Loan Schedule UCC as in effect in the applicable jurisdiction) of such Receivables and Insurance Proceeds relating thereto, and such Receivables and any Collections, Recoveries and other proceeds thereof and Insurance Proceeds relating thereto will be held by the Trust free and clear of any Lien of any Person except for (x) Liens permitted under Section 2.5 (b) of the Pooling and Servicing Agreement, (y) the interest of the Transferor as holder of the Seller Interest, and (z) the Transferor's right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, Principal Account as provided in the event any Pooling and Servicing Agreement; and/or (ii) it constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable jurisdiction) in such Transactions are deemed property to be loansthe Trust, which is enforceable with respect to the existing Receivables in the Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in any eventrespect of the Additional Accounts designated hereby, Seller the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated hereby, the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof and Insurance Proceeds relating thereto, upon such creation; and (iii) if this Assignment constitutes the grant of a security interest to the Trust in such property, upon the filing of a financing statement described in Section 3 of this Assignment with respect to the Additional Accounts designated hereby pledges and in the case of the Receivables of such Additional Accounts thereafter created and the Collections, Recoveries and other proceeds (as defined in the UCC as in effect in the applicable jurisdiction) thereof, and Insurance Proceeds relating to Buyer as security for such Receivables, upon such creation, the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Trust shall have a fully perfected first priority perfected security interest in such property, except for Liens permitted under subsection 2.5 (b) of the Purchased Mortgage LoansPooling and Servicing Agreement, any Agency Security or the interest of the Transferor as holder of the Seller Interest, and the Transferor's right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansinterest accruing on, and investment earnings in respect of, the Records, Finance Charge Account and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest Principal Account as provided in the Purchased Mortgage Loans, Pooling and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”)Servicing Agreement.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller Client hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed agrees to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer grant A/R Funding a security interest in the Servicing Rights all of Client’s accounts receivable, contract rights, and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement such general intangibles which are directly related to said accounts (whether in the form of bills of lading, invoices, purchase orders, or any other documents), including those presently in existence and those acquired hereafter, as well as all chattel paper and instruments evidencing any obligation to the Client for payment of goods sold or services rendered. This security interest shall be a continuing interest and the collateral securing the payment to Client of all accounts transferred to A/R Funding shall be covered by said security interest agreement. In the event payment is not made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and owing to A/R Funding, or in the event the Client defaults under the Uniform Commercial Code or any other provisions of this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) agreement, A/R Funding shall have all of the Bankruptcy Code.
c. Seller rights of the Client under the Uniform Commercial Code and shall have the right to take all actions necessary, including legal actions against Client’s customers or others, in order to collect accounts assigned to A/R Funding by Client. In the event of any default on the part of the Client on any of the provisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to execute, deliver and/or file such documents pay attorneys fees and perform such acts as legal costs that may be reasonably necessary incurred as a result thereof. In addition to fully perfect Buyer’s accounts receivable and all of the proceeds thereof, Client also assigns to A/R Funding all right, title, interest and grant(s) to A/R Funding as security interest created hereby. Furthermorein, a general lien upon and/or right of set-off in the Seller hereby authorizes the Buyer following collateral to file financing statements secure all of Client’s present and future obligations and indebtedness to A/R Funding: All returned, repossessed and reclaimed goods, and books and records relating thereto, all letters of credit, deposits, money savings, hold amounts, reserves, retainage, credits, non factored receivables or like accounts maintained at or property delivered to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8A/R Funding.
Appears in 1 contract
Sources: Accounts Receivable Purchase Agreement (Southern Products, Inc.)
Security Interest. a. On each Purchase Date, (a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. Federal, state and purchases local income or franchise tax purposes) and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in the event that any such Transactions are Transaction is deemed to be loans, and in any eventa loan, Seller hereby pledges to Buyer as security for the performance by Seller of its the Repurchase Obligations and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansall of Seller’s right, any Agency Security or right to receive such Agency Security when issued title and interest in and to the extent backed by any following (collectively, the “Repurchase Assets”):
(i) all of the Purchased Mortgage LoansAssets (including, for the Recordsavoidance of doubt, all security interests, mortgages and all liens on personal or real property securing the Purchased Assets) and related Servicing Rights, the Program Agreements ;
(to the extent such Program Agreements and Seller’s right thereunder relate to ii) all Income from the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, Assets;
(iii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Eligible Property;
(iv) all “general intangibles”, including“accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing;
(v) all replacements, but not limited substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and foregoing; and
(vi) any other property, rights, title titles or interests as are specified on a Transaction Request in the Confirmation and/or the Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of Asset Schedule or exception report with respect to the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended .
(b) With respect to constitute a the security agreement or other arrangement or other credit enhancement related interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to this Agreement and Transactions hereunder as defined under the security interests granted in Sections 101(47)(A)(v6(c) and 741(7)(A)(xi) 6(d), Buyer shall, during the continuance of an Event of Default, have all of the Bankruptcy Code.
c. rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of Seller agrees under the Transaction Documents. In furtherance of the foregoing, (1) Buyer, at Seller’s sole cost and expense, shall cause to executebe filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer (including under Section 22 of this Agreement) and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (including, without limitation, by causing to be filed any amendments necessary to add or delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (1) Seller shall, from time to time, at its own expense, deliver and/or file and cause to be duly filed all such further filings, instruments and documents and perform take all such acts further actions as may be reasonably necessary or as may be reasonably requested by Buyer with respect to fully perfect Buyer’s the perfection and priority of the outright transfer of the Purchased Assets and the security interest created hereby. Furthermore, granted hereunder in the Seller hereby authorizes Repurchase Assets and the rights and remedies of Buyer to file financing statements relating with respect to the Repurchase AssetsAssets (including under Section 22 of this Agreement) (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement).
(c) Seller hereby pledges to Buyer, for the benefit of Buyer, as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. Seller shall take all action as is reasonably necessary to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, at its optionSeller and such counterparty, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 86(c).
(d) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to the Controlled Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Controlled Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer will deliver to Seller, at Seller’s expense, such documents and instruments as may be reasonably necessary and requested by Seller to reconvey such Purchased Asset and any Income related thereto to Seller and to evidence the termination of Buyer's security interest therein including, without limitation, UCC termination statements.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (NorthStar Real Estate Income Trust, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its the Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right the Records, and all servicing rights owned by Seller, if any, related to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Facility Documents (to the extent such Program Agreements Facility Documents and Seller’s ’ right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the any Purchased Mortgage LoansLoan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance any Income relating to any Purchased Mortgage Loan and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreementsany contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptReceipt and Mortgage Loan Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets, Assets as the Buyer, at its option, may deem appropriate, which shall be in form and substance reasonably acceptable to Seller; provided that Seller shall give comments, if any, on the draft of such statement within three (3) Business Days of receiving such draft. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement
Security Interest. a. On each Purchase DateThis Assignment constitutes either (x) a valid transfer and assignment to Trustee, Seller hereby sellson behalf of the Trust, assigns of all right, title and conveys all rights interest of Transferor in and interests to the Receiv ables ▇▇▇▇ting at the close of business on the Addition Date and thereafter created in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loansAdditional Accounts, and in all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables and Recoveries), all proceeds of such Receivables and Insurance Proceeds relating to such Receivables and all proceeds thereof, all of which will be held by Trustee on behalf of the Trust, free and clear of any event, Seller hereby pledges to Buyer as security for the performance by Seller Lien of any Person claiming through or under Transferor or any of its Obligations Affiliates, except for (i) Liens permitted under subsection 2.5(b), (ii) the interest of Transferor and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or (iii) Transferor's right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansinterest accruing on, and investment earnings in respect of, the Records, Finance Charge Account and all related Servicing Rights, the Program Agreements (to Excess Funding Account and any Series Account as provided in the extent such Program Agreements Agreement and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Supplement or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest y) a grant of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in such property to Trustee, for the Servicing Rights benefit of the Investor Holders, which is enforceable with respect to then existing Receivables in the Additional Accounts, the proceeds thereof and Insurance Proceeds and Recoveries relating thereto upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed on the Addition Date, the proceeds related thereof and Insurance Proceeds and Recoveries relating thereto upon such creation; and (z) if the Assignment constitutes the grant of a security interest to Trustee in such property, upon the filing of a financing statement as described in Section 2.1 of the Agreement with respect to the Additional Accounts and in all instancesthe case of the Receivables thereafter created in the Additional Accounts and the proceeds thereof, whether now owned or hereafter acquiredand Insurance Proceeds and Recoveries relating thereto, now existing or hereafter created. The foregoing provision is intended upon such creation, Trustee shall have a first priority perfected security interest in such property (subject to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder Section 9-306 of the UCC as defined in effect in the State of Louisiana), except for Liens permitted under Sections 101(47)(A)(v) and 741(7)(A)(xisubsection 2.5(b) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Agreement;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First National Bank of Commerce)
Security Interest. a. On each Purchase DateThe Borrower hereby grants to the Lender a Lien on, Seller hereby sells, assigns charge over and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in and right of set-off against (collectively, the Purchased Mortgage LoansLender’s “Security Interest”), any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and SellerBorrower’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created acquired or arising rights, title, interests, powers and privileges in and to the following assets, wherever situated (collectively, the “Repurchase AssetsCollateral”):
(a) the Collateral Account;
(b) all Investee Fund Interests;
(c) all Investment Property and other property and assets carried in or credited to the Collateral Account;
(d) all Documents;
(e) all Accounts, General Intangibles (including Payment Intangibles), Instruments, Letter-of-Credit Rights and all Supporting Obligations and other property, in each case held in or credited to the Collateral Account;
(f) the Property; and
(g) all Proceeds or products of any and all of the foregoing. The accounts comprising the Collateral Account as of the date hereof are identified on Schedule I hereto, which shall be amended, modified or supplemented to reflect the addition or deletion of accounts hereafter, whenever any such accounts shall be added or closed and, as so revised, shall be delivered to the Lender no less frequently than on the last Business Day of each calendar month. The assets comprising Collateral credited to said accounts shall be described in an account list or statement for each such account, in form and substance satisfactory to the Lender, delivered to the Lender from time to time upon demand and, in any case, without demand on the last Business Day of each calendar month (each such account list as amended, modified or supplemented, an “Account List”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing For clarity and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grantsthe Borrower shall have satisfied its obligations for delivery of Schedule I and Account Lists hereunder if it shall cause the Custodian timely to deliver such items, assigns upon timely receipt thereof by the Lender. Upon delivery, each Schedule I and pledges Account List so received by the Lender after the date hereof shall be deemed automatically to Buyer a be incorporated by reference herein and this Agreement shall automatically be amended thereby; provided, however, any failure of the Borrower or the Custodian so to deliver any such Schedule I or Account List shall not impair the Security Interest granted herein; and provided, further, that no such Schedule I or Account List delivered after the date hereof shall be effective to release Collateral from the security interest granted hereunder unless the Lender consents to such release or the disposition of Collateral reflected in such Schedule I or Account List is permitted by this Agreement, but the Servicing Rights and proceeds related thereto and in all instances, whether now owned Security Interest granted hereunder shall extend to each item listed on any such Schedule I or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy CodeAccount List.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Security Agreement (Persimmon Growth Partners Fund Lp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for To secure the performance by Seller the Borrower of its Obligations all the terms, covenants and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in agreements on the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any part of the Purchased Mortgage LoansBorrower (whether as Borrower or otherwise) to be performed under this Agreement or any document delivered in connection with this Agreement in accordance with the terms thereof, including the Recordspunctual payment when due of all obligations of the Borrower hereunder or thereunder, and all related Servicing Rightswhether for Principal, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans)Yield, any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans Fees (including, without limitation, interest and principal on any other accounts) Cash Secured Advances), indemnification payments, expenses or any otherwise (all of the foregoing, collectively, the "Obligations"), the Borrower hereby assigns to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, and hereby grants to the Program Agent for its benefit and the ratable benefit of the Investors, the Banks and the Investor Agents, a security interest in, all of the Borrower's right, title and interest in and to the Purchased Mortgage Loansfollowing (collectively, the "Collateral")
(A) the Purchase Agreements and the Parent Undertakings, including, without limitation, (i) all rights of the Borrower to receive moneys due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to receive proceeds of any proceeds (including the related securitization proceeds) and distributions insurance, indemnity, warranty or guaranty with respect to any the Purchase Agreements or the Parent Undertakings, (iv) claims of the foregoing Borrower for damages arising out of or for breach of or default under the Purchase Agreements or the Parent Undertakings, and any other property(v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in (B) all instancesTransferred Assets, whether now owned or hereafter acquired, now and existing or hereafter created (collectivelyacquired or arising, the “Repurchase Assets”Related Security and Collections with respect thereto and all other assets, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (as those terms are defined in the UCC).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality , including undivided interests in any of the foregoing foregoing, (C) the Lock-Boxes and Deposit Accounts and (D) to the extent not included in the event that the Seller is deemed to retain foregoing, all proceeds of any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As collateral security for the prompt, complete and indefeasible payment and performance by Seller of its Obligations (a) the entire principal amount of and interest accrued on the Loan, (b) all fees payable to Lender hereunder, including, without limitation, any and all commitment fees, agent fees and attorneys' fees and any and all other fees, expenses, costs or other sums chargeable to Borrower under any of the Loan Documents, (c) all other amounts and other obligations of Borrower to Lender arising under this Agreement or any other Loan Documents and (d) all covenants and duties regarding such amounts, of any kind or nature, arising under any of the Loan Documents (collectively, the "Obligations"), Borrower hereby grantsassigns, assigns pledges and pledges grants to Buyer Lender a fully perfected first priority lien on and security interest in all of Borrower's right, title and interest in and to (but none of its obligations under) the Purchased Mortgage Loansfollowing property, whether now existing or owned or hereafter arising or acquired by Borrower (collectively, the "Collateral"):
(1) the Leases and all amounts due or to become due thereunder after the related Cut-Off Date and all Collections;
(2) the related Equipment (other than any Agency Security or right to receive such Agency Security when issued to the extent backed by licensed products that may accompany any of the Purchased Mortgage LoansEquipment);
(3) the related Lease Files;
(4) the Collection Account, the Recordsall amounts on deposit therein from time to time, and all related Servicing Rights, any investments thereof and earnings thereon;
(5) the Program Agreements (to the extent such Program Agreements Contribution and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged PropertySale Agreement, including, but not limited to, the obligation of Trans Leasing to repurchase Leases under certain circumstances, but excluding the right to purchase or receive contributions of additional leases;
(6) the Servicing Agreement;
(7) the Swap Agreement, and all payments thereunder;
(8) the Insurance Policies and any payments Insurance Proceeds related to the Leases; and
(9) all income or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”)relating thereto.
b. The Seller acknowledges that it has no (a) Borrower shall remain liable under the Leases to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by Lender of any of its rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Collateral shall not release Borrower from any of its duties or obligations under the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Leases and
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Trans Leasing International Inc)
Security Interest. a. On each Purchase Date, Seller The first paragraph of Section 8 of the Existing Repurchase Agreement is hereby sells, assigns amended by deleting it in its entirety and conveys all rights and interests in replacing it with the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. following: “Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, the Seller hereby pledges to Buyer as security for the performance by the Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and the Seller’s right rights thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the any Purchased Mortgage LoansLoan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), IncomeLoan, the Collection Account, the Cash Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loans, any rights (but excluding the obligations) to participation interests in any Interest Rate Protection Agreement relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts) and any other contract rights, instruments, accounts), payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptCustodian’s Certification and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created created, and wherever located (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.”
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (a) Each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan following items or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest types of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyand wherever located, is hereinafter referred to as the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the "Purchased Items": all Mortgage Loans. Without limiting , all rights under each Purchase Agreement (but not the generality obligations thereunder), all Interest Rate Protection Agreements, all Mortgage Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Loans, all Servicing Agreements relating to the Mortgage Loans and any other collateral pledged hereunder or otherwise relating to such Mortgage Loans, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, 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 Mortgage Loan, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Loans, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Collection Account and all monies from time to time on deposit in the event that Collection Account, the Seller is deemed DDA Account and all monies from time to retain time on deposit in the DDA Account, the Check Disbursement Account and all monies from time to time on deposit in the Check Disbursement Account, all "general intangibles", "accounts", "chattel paper", "deposit accounts" and "investment property" as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any residual Servicing Rightsand all of the foregoing, and for the avoidance any and all replacements, substitutions, distributions on or proceeds of doubt, Seller grants, assigns any and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (American Home Mortgage Holdings Inc)
Security Interest. a. On each Purchase Date, Paragraph 6 of the Agreement ("Security Interest") is hereby deleted and replaced in its entirety by the following provisions of this Section 6:
(a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for U.S. Federal, state and purchases local income or franchise tax purposes) and not loansloans from Buyer to Seller secured by the Purchased Loans. However, in the event any such Transactions are Transaction is deemed to be loans, and in any eventa loan, Seller hereby pledges shall be deemed to have pledged to Buyer as security for the performance by Seller of its Obligations obligations under such Transaction and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is shall be deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges have granted to Buyer a security interest in (i) the Servicing Rights Blocked Account, (ii) all of the Purchased Loans, (iii) all Income from the Purchased Loans and (iv) all proceeds related thereto and in of all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision of the foregoing.
(b) To the extent Buyer is intended deemed to constitute have a security interest with respect to the Purchased Loans, and with respect to the security interests granted in subsection (c) of this Section 6, Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law. In furtherance of the foregoing, (i) Seller, at its sole cost and expense, shall cause to be filed as a protective filing with respect to the Purchased Loans and as a UCC filing with respect to the security interests granted in subsection (c)) of this Section 6 (i) a UCC financing statement in the form of Schedule 7-A attached hereto (to be filed in the filing office indicated therein), (ii) amendments to such UCC financing statement in the form of Schedule 7-B attached hereto and having attached to each such UCC financing statement amendment a description of the Purchased Loans which identifies the Purchased Loans by setting forth (a) the name of the borrower with respect to each Purchased Loan, (b) the loan agreement (including the date) or other document, agreement or instrument pursuant to which each Purchased Loan was made or is governed, and (c) the initial or then outstanding principal amount of each Purchased Loan, and (iii) such other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to executeUCC filings, deliver and/or file in such documents and perform such acts locations as may be reasonably necessary to fully perfect Buyer’s and maintain perfection and priority of the outright transfer and the security interest created hereby. Furthermoregranted hereby (including under Section 22 of this Annex I) and, in each case, continuation statements and any amendments thereto (collectively, the "Filings"), and shall forward copies of such Filings to Buyer upon completion thereof, and (b) Seller hereby authorizes the Buyer shall from time to file financing statements relating to the Repurchase Assets, as the Buyertime, at its optionown expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may deem appropriatebe necessary or desirable or as may be requested by Buyer with respect to the perfection and priority of the outright transfer of the Purchased Loans and the security interest deemed granted hereunder and in the Purchased Loans and the rights and remedies of the Buyer with respect to the Purchased Loans (including under Section 22 of this Annex I) (including the payments of any fees and taxes required in connection with the execution and delivery of the Agreement).
(c) Seller hereby pledges to Buyer, as security for the performance by Seller of its obligations under all Transactions, all Hedging Transactions relating to Purchased Loans entered into by Seller and all proceeds thereof. The Seller shall pay take all action as is necessary or desirable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the filing costs for any financing statement counterparty under each such Hedging Transaction to enter into such document or statements prepared instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to Buyer pursuant to the terms of this Section 86(c).
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than the MSRs, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansall of Seller’s right, any Agency Security or right title and interest in, to receive such Agency Security when issued to the extent backed by any and under each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest following items of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyand wherever located, is hereinafter referred to as the “Repurchase Assets”).:
b. The Seller acknowledges that it has no (i) the Participation Certificates and all MSRs related thereto, including Acquired MSRs, whether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or arise thereafter, and whether or not such Assets or the related Mortgage Pools are listed on an Asset Schedule;
(ii) all MSRs arising under or related to any Servicing Contract;
(iii) all rights to service reimbursement or payment of Assets and/or amounts due in respect thereof under the Purchased Mortgage Loans. Without limiting related Servicing Contract, ▇▇▇▇▇▇ ▇▇▇ MBS or Participation Agreement, including MBS Advances;
(iv) any rights in the generality Dedicated Account and to the amounts on deposit therein;
(v) all rights under the Participation Agreement;
(vi) all records, instruments or other documentation evidencing any of the foregoing;
(vii) all “general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the event Participation Agreement and the Servicing Contracts); and
(viii) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing; provided, however, that the Repurchase Assets shall not include any Excluded Assets.
(b) Seller is deemed to retain any residual Servicing Rightshereby assigns, pledges, conveys and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer grants a security interest in all of its right, title and interest in, to and under the Servicing Rights Repurchase Assets to Buyer to secure the Obligations. ▇▇▇▇▇▇ agrees to mark its computer records and proceeds related thereto tapes to evidence the interests granted to Buyer hereunder.
(c) The parties acknowledge that ▇▇▇▇▇▇ ▇▇▇ has certain rights under the Acknowledgment Agreement, including the right to cause the Seller to transfer servicing to Buyer or Buyer’s designee under certain circumstances as more particularly set forth therein. To the extent that ▇▇▇▇▇▇ ▇▇▇ requires a transfer of MSRs to a Successor Issuer, and in order to secure Seller’s obligations to effect such transfer, when and if such transfer is required, Seller hereby assigns, pledges, conveys and grants a security interest in all instancesof its right, title and interest in, to and under the MSRs to such Successor Issuer, whether now owned or hereafter acquired, LEGAL02/43438678v9 now existing or hereafter createdcreated and wherever located. The parties acknowledge that, to the extent that ▇▇▇▇▇▇ ▇▇▇ exercises its rights to cause Seller to transfer the MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread, to a Successor Issuer (and, if accepted by Buyer, to cause a Successor Issuer to accept and assume the responsibility for performing Seller’s servicing duties under, and otherwise complying with the related Servicing Contract) without the requirement of payment therefor, such transfer shall be deemed a transfer in exchange for debt forgiveness by Buyer in an amount equal to the lesser of (x) the fair market value of such MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread and (y) the outstanding balance of the Repurchase Price attributable to such MSRs, including Advance Reimbursement Amounts and Portfolio Excess Spread, each as determined by Buyer. The Successor Issuer shall have all the rights and remedies against Seller and the Purchased Assets and Repurchase Assets as set forth herein and under the UCC.
(d) The foregoing provision is provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection AccountSecurities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptAsset Confirm, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Buyer and Seller acknowledges hereby agree that it has no rights in order to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubtfurther secure Seller’s Obligations hereunder, Seller grants, assigns and pledges hereby grants to Buyer a security interest in (i) Seller’s rights under the Servicing Rights and proceeds related thereto and in all instancesFacility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter createdcreated (collectively, the “Servicing Facility Rights”) and (ii) all collateral however defined or described under the Servicing Facility Documents to the extent not otherwise included under the definition of Collateral therein (such collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the lender under the Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the lender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Irrevocable Instruction Letter shall also require, upon repayment of the entire outstanding principal amount of the loan under the Servicing Facility Agreement and the termination of all obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provision is provisions (a) and (b) are intended to constitute a security agreement or other arrangement or other credit enhancement related to this the Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v101(47)(v) and 741(7)(A)(xi741(7)(x) of the Bankruptcy Code.
c. . Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. a. On each To secure Buyer's right to indemnity pursuant to Articles VIII and X of the Stock Purchase DateAgreement, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority perfected security interest in all of Seller's right, title and interest in and to the Purchased Mortgage Loans, any Agency Security or proceeds of the Seller's right to receive such Agency Security when issued to the extent backed Purchase Price described in the Stock Purchase Agreement, as amended by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans this Amendment (including, without limitation, any other accounts) or any all investments and reinvestments of, and substitutions for, such proceeds). Such security interest shall not attach until the Closing Date and, upon the Closing, shall for all purposes be deemed to be, and be treated as, part of the MetLife Lien (as defined in the Purchased Mortgage LoansReorganization Plan). Notwithstanding the foregoing, and the first priority perfected security interest created by this Section 12.11 shall not in any proceeds (including the related securitization proceeds) and distributions with respect to way impair any of the foregoing and any other property, rights, title or interests restrict the exercise of any of the remedies, of the Seller under the Stock Purchase Agreement prior to the Closing. Seller shall promptly execute and deliver to Buyer such further instruments and documents, and take such further action (including, without limitation, execution and delivery to Buyer of UCC financing statements to be filed in such jurisdictions as are specified on a Transaction Request and/or Trust ReceiptBuyer may determine) as Buyer may reasonably request for the purpose of perfecting, and otherwise obtaining or preserving the full benefit to Buyer of, such first priority perfected security interest."
8. Exhibit B to the Stock Purchase Agreement is hereby deleted.
9. A new Exhibit C to the Stock Purchase Agreement, in all instancesthe form of Appendix I attached hereto, whether now owned or hereafter acquired, now existing or hereafter created (collectively, is hereby added to the “Repurchase Assets”)Stock Purchase Agreement.
b. The Seller acknowledges that it has no rights 10. There is hereby added to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer Stock Purchase Agreement a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xinew subsection (j) of the Bankruptcy Code.
c. Seller agrees Section 9.1 (Conditions to execute, deliver and/or file such documents and perform such acts Buyer's Obligations) to read in its entirety as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.follows:
Appears in 1 contract
Sources: Stock Purchase Agreement (Metropolitan Life Insurance Co/Ny)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed A. Borrower grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Crestmark a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquiredits assets, now existing or hereafter created arising, wherever located including all Accounts, Goods, Inventory, Equipment, Chattel Paper, Instruments, Investment Property, specifically identified Commercial Tort Claims, Documents, Deposit Accounts, Letter of Credit Rights, General Intangibles, Contract Rights, customer lists, furniture and fixtures, books and records and supporting obligations for any of the foregoing, and all proceeds of the foregoing (collectively, the “Repurchase AssetsCollateral”).
b. , to secure repayment of the Obligations (“Security Interest”). The Seller acknowledges that it has no rights Collateral also includes all monies on deposit with Crestmark, or on deposit in the Lockbox Account. All capitalized terms used in this Section 8A, which are not otherwise defined, shall have the meanings assigned to service them in the Purchased Mortgage LoansUniform Commercial Code as adopted in the state of Michigan (“UCC”). Without limiting the generality foregoing, “Accounts” will also mean and include any and all other forms of obligations now owed or hereafter arising or acquired by the Borrower evidencing any obligation for payment for goods of any kind, nature, or description, sold or leased, or services rendered, and all proceeds of any of the foregoing and foregoing.
B. Borrower gives Crestmark all of the rights of a secured party under the UCC. Borrower grants Crestmark the authority to file all appropriate documentation for Crestmark to perfect its Security Interest in the event Collateral, including a UCC-1 financing statement listing the Collateral as “All assets of the Debtor, now existing and hereafter arising, wherever located,” or similar terms, as well as UCC-3 amendments as may be required from time to time. All expenses of Crestmark relating to searching, filing or protecting the Security Interest are part of the Obligations.
C. The Security Interest gives Crestmark rights with respect to the Collateral and the Security Interest and this Agreement imposes duties upon Borrower which relate to the Collateral. Some of the rights and duties are: (i) the right of Crestmark at any time to notify any persons who may hold any part of the Collateral, such as Account Debtors and other debtors, of Crestmark’s Security Interest. Borrower understands that Crestmark may verify Accounts with the Seller Account Debtors; (ii) Borrower must cooperate with Crestmark in obtaining control of any Collateral in the possession of third persons, particularly Collateral consisting of Deposit Accounts, Investment Property, Letter of Credit Rights or other Collateral which is deemed to retain any residual Servicing Rights, and evidenced by electronic entries; (iii) except for the avoidance right of doubtBorrower to sell its Inventory in the ordinary course of business, Seller grants, assigns and pledges to Buyer a Borrower shall not sell or transfer any of the Collateral or grant any other security interest in the Servicing Rights Collateral, except as Crestmark may specifically agree to in writing. Borrower remains liable to perform all of its obligations with respect to the Collateral such as the recognition of any warranties in Inventory sold and proceeds related thereto Crestmark is under no responsibility to perform any of the obligations of Borrower; and in all instances(iv) Borrower must notify Crestmark immediately if it knows that any Account Debtor disputes an Account, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codenot such disputes are deemed valid by Borrower.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Loan and Security Agreement (SMG Indium Resources Ltd.)
Security Interest. a. On each Purchase DateTo secure the payment and performance of all of the Obligations when due, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although performance of each of the parties intend that Borrower’s duties under this Agreement and all Transactions hereunder be sales and purchases and not loansdocuments executed in connection herewith, in the event any such Transactions are deemed Borrower hereby grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Silicon a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and SellerBorrower’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesfollowing, whether now owned or hereafter acquired, and wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and General Intangibles, including, without limitation, all of Borrower’s Intellectual Property, Deposit Accounts, and all money, and all property now existing or hereafter created at any time in the future in Silicon’s possession (collectivelyincluding claims and credit balances), the “Repurchase Assets”and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties).
b. The Seller acknowledges that it has no rights , all products and all books and records related to service the Purchased Mortgage Loans. Without limiting the generality any of the foregoing and (all of the foregoing, together with all other property in which Silicon may now or in the event future be granted a lien or security interest, is referred to herein, collectively, as the “Collateral”). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence of a Default, Silicon may place a “hold” on any Deposit Account pledged as collateral. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is bound by, any material license (other than over the counter software that is commercially available to the Seller public) or other material agreement with respect to which Borrower is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer licensee that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property. Borrower shall provide written notice to Silicon within ten (10) days of entering or becoming bound by, any such license or agreement which is reasonably likely to have a material impact on Borrower’s business or financial condition. Borrower shall take such steps as Silicon requests to obtain the Servicing Rights consent of, authorization by, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed “Collateral” and proceeds related thereto and for Silicon to have a security interest in all instancesit that might otherwise be restricted or prohibited by law or by the terms of any such license or agreement (such consent or authorization may include a licensor’s agreement to a contingent assignment of the license to Silicon if the Silicon determines that is necessary in its good faith judgment), whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of entered into in the Bankruptcy Codefuture.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On (a) To secure the due and punctual payment of the principal of, premium, if any, and interest on the Notes and amounts due hereunder and under the Note Guarantees and the Security Documents when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest, if any, on the Notes and the performance of all other Obligations of the Company and the Guarantors to the Holders, the Collateral Agent or the Trustee under this Indenture, the Notes, the Note Guarantees and the Security Documents, the Company and the Guarantors hereby covenant to cause the Security Documents (other than account control agreements for the Deposit Accounts and Securities Accounts, each Purchase Dateas defined in the Security Agreement, Seller hereby sellswhich shall be executed in accordance with the terms thereunder) and the Intercreditor Agreement to be executed and delivered concurrently with this Indenture. Subject to the terms of the Intercreditor Agreement, assigns the Security Documents shall provide for the grant by the Company and conveys the Guarantors party thereto to the Collateral Agent of second-priority security interests (subject to Permitted Liens) in the respective assets that would constitute Collateral under the Security Documents.
(b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of the Intercreditor Agreement and each Security Document, as the same may be in effect or may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with their respective terms, and authorizes and directs the Collateral Agent to enter into this Indenture, the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights hereunder and thereunder in accordance herewith and therewith. The Company and the Parent Entity shall, and the Company shall cause each other Guarantor to, do or cause to be done all rights such actions and things as may be reasonably required by the provisions of the Security Documents or the Intercreditor Agreement, to assure and confirm to the Collateral Agent the security interests in the Purchased Mortgage Loans identified on Collateral contemplated hereby and by the related Mortgage Loan Schedule Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture, the Notes, the Note Guarantees and the Repurchase Assets. Although Security Documents secured hereby, according to the parties intend that intent and purpose herein and therein expressed and, subject to the Intercreditor Agreement, including taking all Transactions hereunder be sales commercially reasonable actions required to cause the Security Documents to create and purchases and not loansmaintain, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations Notes and hereby grantsthe Note Guarantees, assigns valid and pledges to Buyer a fully enforceable, perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements required in the Security Documents) security interests in and Seller’s right thereunder relate on all the Collateral, in favor of the Collateral Agent, superior to and prior to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, rights of all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest third Persons except as set forth in the Purchased Mortgage LoansSecurity Documents and the Intercreditor Agreement, and any proceeds (including the related securitization proceeds) and distributions with respect subject to any of the foregoing and any no other property, rights, title or interests as are specified on a Transaction Request and/or Trust ReceiptLiens, in all instanceseach case, whether now owned except as expressly permitted or hereafter acquired, now existing provided herein or hereafter created (collectively, the “Repurchase Assets”)therein.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. (a) Although the parties intend (other than for U.S. federal tax purposes) that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of Seller’s right, title and interest in, to and under each of the Purchased Mortgage Loansfollowing items of property, any Agency Security whether now owned or right hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to receive such Agency Security when issued as the “Primary Repurchase Assets”:
(i) the Note identified on the Asset Schedule;
(ii) all rights to reimbursement or payment of the extent backed by Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule;
(iii) all records, instruments or other documentation evidencing any of the Purchased Mortgage Loansforegoing;
(iv) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Records, Uniform Commercial Code relating to or constituting any and all related Servicing Rights, of the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans foregoing (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and any other property, Seller’s rights, title and interest in and under the Base Indenture and the Series ▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Supplement); and
(v) any and all replacements, substitutions, distributions on or interests proceeds of any and all of the foregoing.
(b) [Reserved].
(c) Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as are specified on a Transaction Request and/or Trust Receiptof the Closing Date, in all instances, Seller’s rights (but not its obligations) under the Program Agreements including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”)) to secure the Obligations.
b. The (d) Seller acknowledges hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that it has no rights upon receipt of notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to service (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) deliver to Buyer all collateral otherwise deliverable to Seller, to the Purchased Mortgage Loansextent all obligations then due and owing under such Other Repurchase Agreement have been paid in full. Without limiting the generality In furtherance of the foregoing foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and in the event that termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the related buyer under any Repurchase Document is deemed hereby instructed to retain deliver to Buyer hereunder any residual Servicing Rights, and collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control.
(e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the avoidance performance by Seller of doubt, Seller its obligations thereunder and hereby grants, assigns and pledges to Buyer the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Servicing Rights Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the foregoing and (iv) any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under this Agreement have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding Purchase Price and termination of all Obligations or other termination of the Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the buyer under any Other Repurchase Agreement with respect to which the related thereto and purchase price remains outstanding any Subordinated Pledge Assets then in all instances, whether now owned Buyer’s possession or hereafter acquired, now existing or hereafter createdunder its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer CSFB, CSCIB, or any Affiliates thereof.
(f) The foregoing provision is provisions of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (PennyMac Financial Services, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (a) Each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan following items or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest types of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as (collectivelythe "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, 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 Mortgage Asset, all servicing fees to which such the applicable Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all amounts on deposit therein, from time to time, all Purchase Agreements or other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the “Controlled Accounts and all monies and investment property from time to time on deposit in, or credited to, the Controlled Accounts, all Interest Rate Protection Agreements, if any, all "general intangibles", "accounts", "chattel paper", "deposit accounts", "instruments" and "investment property" as defined in the UCC relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
(b) The Sellers and Buyer intend that the Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to the applicable Seller secured by the Purchased Assets. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by each Seller of all of such Seller's obligations to Buyer hereunder and the Transactions entered into hereunder ("Repurchase Obligations") and Seller-Related Obligations, each Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Items and the Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, including without limitation the repayment of all amounts owing to Buyer hereunder. Each Seller agrees to ▇▇▇▇ its computer records and files to the extent practicable to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of each Seller now or hereafter existing under this Agreement, including, without limitation, each Seller's obligation to repurchase Purchased Assets”, or if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all other amounts owing to Buyer hereunder.
(c) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Asset Files as exclusive bailee and agent for Buyer pursuant to the terms of the Custodial Agreement and shall deliver to Buyer Trust Receipts each to the effect that the Custodian has reviewed such Mortgage Asset Files in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Asset Files as so reviewed.
(d) With respect to any portion of the Purchased Items which consist of "securities" or "security entitlements" (as defined in the UCC), (x) in the case of any security represented by a "security certificate" (within the meaning of the UCC), the Custodian shall hold such security certificate, registered in the name of the Custodian or indorsed to the Custodian in blank (in the case of a security in "registered form" (within the meaning of the UCC)) and (y) in the case of a security entitlement, cause the relevant "securities intermediary" (as defined in the UCC) to indicate by book-entry the credit thereof to a "securities account" (as defined in the UCC), as to which the Custodian is the "entitlement holder" (as defined in the UCC).
b. The Seller acknowledges that it has no rights (e) In addition to service the Purchased Mortgage Loans. Without and without limiting the generality of the foregoing and in the event that the foregoing, each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges hereby grants to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this each Interest Rate Protection Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase any Purchased Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Gramercy Capital Corp)
Security Interest. a. On each Purchase Date, (a) Buyer and Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales to Buyer of the Purchased Assets for all purposes (other than for U.S. federal, state and purchases local income or franchise tax purposes) and not loansloans from Buyer to Seller secured by the Purchased Assets. However, in the event that any such Transactions are Transaction is deemed to be loans, and in any eventa loan, Seller hereby pledges to Buyer as security for the performance by Seller of its the Repurchase Obligations and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansall of Seller’s right, any Agency Security or right to receive such Agency Security when issued title and interest in and to the extent backed by any following (collectively, the “Repurchase Assets”):
(i) all of the Purchased Mortgage LoansAssets (including, for the Recordsavoidance of doubt, all security interests, mortgages and all liens on personal or real property securing the Purchased Assets) and related Servicing Rights, the Program Agreements ;
(to the extent such Program Agreements and Seller’s right thereunder relate to ii) all Income from the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, Assets;
(iii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Eligible Property;
(iv) all “general intangibles”, including“accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing;
(v) all replacements, but not limited substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any all of the foregoing and foregoing; and
(vi) any other property, rights, title titles or interests as are specified on a Transaction Request in the Confirmation and/or the Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of Asset Schedule or exception report with respect to the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended .
(b) With respect to constitute a the security agreement or other arrangement or other credit enhancement related interest in the Repurchase Assets granted in Section 6(a) hereof, and with respect to this Agreement and Transactions hereunder as defined under the security interests granted in Sections 101(47)(A)(v6(c) and 741(7)(A)(xi) 6(d), Buyer shall have all of the Bankruptcy Coderights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets or proceeds therefrom to the obligations of Seller under the Transaction Documents. In furtherance of the foregoing, (i) Buyer, at Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Sections 6(c) and 6(d) one or more UCC financing statements in form satisfactory to Buyer (to be filed in the filing office indicated therein) and containing the following collateral description “all assets now owned or hereafter acquired”, in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer (including under Section 22 of this Agreement) and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (including, without limitation, by causing to be filed any amendments necessary to add or delete Repurchase Assets covered by the financing statement to reflect the purchase and repurchase of Purchased Assets) (collectively, the “Filings”), and shall forward copies of such Filings to Seller upon completion thereof, and (ii) Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be requested by Buyer with respect to the perfection and priority of the outright transfer of the Purchased Assets and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer with respect to the Repurchase Assets (including under Section 22 of this Agreement) (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement).
c. (c) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to Seller’s rights under all Hedging Transactions relating to Purchased Assets entered into by Seller and all proceeds thereof. Seller shall take all action as is necessary or desirable to obtain consent to assignment of any such Hedging Transaction to Buyer and shall cause the counterparty under each such Hedging Transaction to enter into such document or instrument satisfactory to Buyer, Seller and such counterparty, pursuant to which such counterparty will covenant and agree to accept notice from Buyer to redirect payments under such Hedging Transaction as Buyer may direct. So long as no Event of Default shall be continuing, Buyer agrees that it will not redirect payments under any Hedging Transaction pledged to executeBuyer pursuant to the terms of this Section 6(c).
(d) Seller hereby pledges to Buyer as security for the performance by Seller of the Repurchase Obligations and hereby grants to Buyer a first priority security interest in all of Seller’s right, title and interest in and to the Blocked Account and all amounts and property from time to time on deposit therein and all replacements, substitutions or distributions on or proceeds, payments and profits of, and records and files relating to, the Blocked Account.
(e) In connection with the repurchase by Seller of any Purchased Asset in accordance herewith, upon receipt of the Repurchase Price by Buyer, Buyer will deliver and/or file to Seller, at Seller’s expense, such documents and perform such acts instruments as may be reasonably necessary and requested by Seller to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer reconvey such Purchased Asset and any Income related thereto to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Seller.
Appears in 1 contract
Sources: Master Repurchase and Securities Contract Agreement (Claros Mortgage Trust, Inc.)
Security Interest. a. On each Purchase DateThe parties to this Agreement intend that the conveyance of Lender's right, Seller hereby sellstitle and interest in and to the FFELP Loans shall constitute an absolute sale, assigns conveying good title free and conveys all clear of any liens, claims, encumbrances or rights of others from Lender to Participant. The parties to this Agreement intend that the arrangements with respect to the participation interest in FFELP Loans shall constitute a purchase and sale of such participation interests in and not a loan. In the Purchased Mortgage Loans identified on event, however, that it were determined by a court of competent jurisdiction that the related Mortgage Loan Schedule transactions evidenced by this Agreement shall constitute a loan and the Repurchase Assets. Although not a purchase and sale, the parties hereto intend that all Transactions hereunder this Agreement would constitute a security agreement under applicable law and that Lender shall be sales and purchases and not loans, in the event any such Transactions are deemed to be loanshave granted, and in any eventhereby does grant (subject to the condition above), Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Participant a fully perfected first priority perfected security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any all of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rightsLender's right, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesand interest, whether now owned or hereafter acquired, now existing in, to and under all accounts, general intangibles, chattel paper, instruments, documents, goods, investment property, money, deposit accounts, certificates of deposit, letters of credit, advices of credit and other property consisting of, arising from or hereafter created related to the following collateral to secure the rights of Participant hereunder and the obligations of Lender hereunder (collectively, the “Repurchase Assets”)."Pledged Collateral"):
b. The Seller acknowledges that it has no rights (i) all participation interests in FFELP Loans;
(ii) all revenues and recoveries of principal from participation interests in FFELP Loans, including all borrower payments and reimbursements of principal and accrued interest on default claims received from any Guarantor;
(iii) any other revenues and recoveries of principal and interest, other payments and reimbursements of principal and accrued interest received with respect to service any participation interests in FFELP Loans, any other collection of cash with respect to such FFELP Loans (including, but not limited to, Interest Subsidy Payments and Special Allowance Payments) received and all other cash collections, tax refunds and other cash proceeds of the Purchased Mortgage Pledged Collateral;
(iv) all other security interests or liens and property subject thereto from time to time, if any, purporting to secure payment of such participation interests in FFELP Loans. Without limiting , whether pursuant to the generality contract related to such participation interests in FFELP Loans or otherwise;
(v) all documents, books, records and other information (including, without limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) maintained with respect to participation interests in FFELP Loans otherwise in respect of the pledged collateral; and
(vi) all proceeds of the foregoing (including, but not by way of limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables or other liquidated property which at any time constitute all or part or are included in the event proceeds of any of the foregoing property). Lender agrees that the Seller is deemed from time to retain any residual Servicing Rightstime, at its expense, it will properly execute and deliver all further instruments and documents, and for the avoidance of doubttake all further action that Participant may reasonably request in order to perfect, Seller grants, assigns and pledges to Buyer a security protect or more fully evidence Participant's interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned Pledged Collateral Or to enable Participant to exercise or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) enforce any of the Bankruptcy Codeits rights hereunder.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Warehouse Note Purchase and Security Agreement (Nelnet Inc)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns In consideration of the covenants and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loansagreements contained herein, and in any eventas a material consideration to Landlord for entering into this Lease, Seller Tenant hereby pledges unconditionally grants to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Landlord a fully perfected first priority continuing security interest in and to all personal property of Tenant located or left at the Purchased Mortgage LoansPremises and the security deposit, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Recordsif any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of Landlord, by or for the account of Tenant, together with any increase in profits or proceeds from such property. The security interest granted to Landlord hereunder secures payment and performance of all related Servicing Rightsobligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the Program Agreements (event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to all the extent such Program Agreements rights, powers and Seller’s right thereunder relate to remedies granted a secured party under the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies California Commercial Code and insurance proceeds relating to any Purchased Mortgage Loan otherwise available at law or the related Mortgaged Propertyin equity, including, but not limited to, any payments or proceeds under any related primary insurancethe right to retain as damages the personal property, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles security deposit and other assets relating to the Purchased Mortgage Loans (includingfunds held by Landlord, without limitation, any other accounts) additional notice or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges demand regarding this security interest. Tenant agrees that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned will execute such other documents or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts instruments as may be reasonably necessary to fully perfect Buyer’s security interest created herebycarry out and effectuate the purpose and terms of this section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Furthermore, the Seller hereby authorizes the Buyer Tenant's failure to file financing statements relating to the Repurchase Assets, as the Buyerexecute such documents within ten (10) days after written demand shall constitute a material default by Tenant hereunder and, at its Landlord's option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact, and Landlord shall have the right to execute such documents in Tenant's name. Tenant hereby waives any rights it may deem appropriatehave under Sections 1980 through 1991 of the California Civil Code which are inconsistent with Landlord's rights under this section. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant Landlord's rights under this section are in addition to this Section 8Landlord's rights under section 5.
Appears in 1 contract
Sources: Standard Office Lease (United Panam Financial Corp)
Security Interest. a. On each Purchase Date, Seller ▇▇▇▇ hereby sellspledges, assigns and conveys all rights and interests in sets over to the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansOwner, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for payment by ▇▇▇▇ of the performance Secured Obligations (as hereinafter defined), all of TERI's right, title and interest in and to (a) the Pledged Account and all amounts on deposit or to be deposited therein as described in Section 2 of this Agreement, including without limitation (i) any and all Guaranty Fees previously paid by Seller Loan Originators and currently held by the Trustee in the Existing Pledged Account created under each of the Account Security Agreements with respect to Loans purchased on the Closing Date as set forth in each of the Security Agreements; (ii) any and all additional Guaranty Fees with respect to such Loans purchased by the Owner, which fees will be deposited into the Pledged Account on the Closing Date; and (iii) all Recoveries, which Recoveries shall be remitted by or on behalf of ▇▇▇▇ to the Trustee on the 15th day of each month, for Recoveries received during the preceding month, and (b) TERI's right to receive all Earnings. The foregoing shall not be deemed to include a grant of security interest in defaulted Loans. In furtherance thereof, ▇▇▇▇ hereby grants to the Owner (and its Obligations and hereby grants, assigns and pledges to Buyer assigns) a fully perfected first priority security interest in all of TERI's right, title and interest in and to the Purchased Mortgage Loansfollowing, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder they relate to Loans purchased by the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to Owner:
(a) All personal property comprising and/or contained in the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Pledged Account, Interest Rate Protection Agreementsas provided in this Agreement, accounts (including any interest of Seller in escrow accounts) both tangible and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesintangible, whether now owned or hereafter acquiredacquired by ▇▇▇▇ and wheresoever located, including without limitation:
(i) All contract rights, claims, instruments, notes and accounts, whether now existing or hereafter created (collectivelyarising, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality including, without limitation, all of the foregoing same evidencing or representing indebtedness due or to become due to ▇▇▇▇ (all hereinafter called the "ACCOUNTS");
(ii) All funds and investments thereof, whether in the event that the Seller is deemed to retain form of certificates of deposit, repurchase agreements, U.S. Treasury Bills, U.S. Treasury Notes, investment grade commercial paper, U.S. Treasury Bonds, Federal agency notes or other investments, securities (whether certificated or uncertificated and specifically including any residual Servicing Rights, securities which are purchased through and for which records are maintained on a book entry system through any financial intermediary (as defined in ss. 8-313 of the avoidance of doubtUniform Commercial Code)), Seller grants, assigns payment intangibles and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instancesgeneral intangibles, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended arising and wheresoever located, or otherwise (all hereinafter called the "INTANGIBLES");
(iii) All right, title and interest of ▇▇▇▇ in or to constitute a security agreement all instruments and documents covering or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assetsabove described property, as including but not limited to, all books, records, computer printouts, tapes, disks, ledger sheets, files and other data (all such instruments and documents being called the Buyer"RELATED DOCUMENTS");
(iv) All interest, at its optiondividends and/or other earnings of any kind which are paid with respect to or derived from the Pledged Account, may deem appropriate. The Seller shall pay and all proceeds of any of the filing costs for foregoing, and the present and continuing right to make claim for, collect, receive and receipt for, any financing statement or statements prepared and all such interest, dividends and/or other earnings; and
(v) All the proceeds of all of the foregoing;
(b) All contract and other rights of ▇▇▇▇ to receive payment of Guaranty Fees, other than the ▇▇▇▇ Guarantee Fee Entitlement, from the Owner under each of the Guaranty Agreements; TERI's rights to receive subsequent Guarantee Fees from the Owner pursuant to this Section 8such section, and any separate undertaking or agreement by the Owner to pay such subsequent Guarantee Fees;
(c) All Recoveries and all rights of ▇▇▇▇ to receive or collect Recoveries; and
(d) All proceeds of the foregoing.
Appears in 1 contract
Sources: Deposit and Security Agreement (National Collegiate Student Loan Trust 2005-1)
Security Interest. a. On (a) The due and punctual payment of the principal of, premium, if any, interest, if any, on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether on a date an interest payment is due, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other Obligations of the Issuer and the Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Security Documents, the Note Guarantees and the Notes shall be secured as provided in the Security Documents. Notwithstanding anything to the contrary herein, no Collateral shall consist of any Excluded Property.
(b) Each Holder, by its acceptance of a Note, consents and agrees to the terms of each Purchase Security Document, as the same may be in effect or may be amended from time to time in accordance with its respective terms, and authorizes and directs the Trustee and the Collateral Trustee, as applicable, to (i) enter into this Indenture, in the case of the Trustee, and the Security Documents, in the case of the Collateral Trustee, whether executed on or after the Issue Date, Seller hereby sells(ii) make the representations of the Holders set forth in the Security Documents, assigns (iii) bind the Holders on the terms as set forth in the Security Documents and conveys (iv) perform and observe its obligations and exercise its rights thereunder in accordance therewith. The Issuer shall, and shall cause each of the Guarantors to do or cause to be done, at its sole cost and expense, all rights such actions and things as may be required by the provisions of the Security Documents and applicable law, to assure and confirm to the Collateral Trustee the security interests in the Purchased Mortgage Loans identified on Collateral contemplated by the related Mortgage Loan Schedule Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Repurchase Assets. Although Notes and Note Guarantees secured hereby, according to the parties intend that intent and purpose herein and therein expressed and subject to the Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, including taking all Transactions hereunder be sales commercially reasonable actions (including filing of Uniform Commercial Code continuation statements and purchases Uniform Commercial Code amendments) required to cause the Security Documents to create and not loansmaintain, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest contained in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loansthis Indenture, the Records, and all related Servicing RightsNotes, the Program Agreements Security Documents and the Note Guarantees valid and enforceable, perfected (to the extent such Program Agreements required therein) security interests in and Seller’s right thereunder relate on all the Collateral, in favor of the Collateral Trustee, superior to and prior to the Purchased Mortgage Loans)rights of all third Persons other than as set forth in the Collateral Trust Agreement and any applicable Approved Intercreditor Agreement, and subject to no other Liens, in each case, except as expressly provided herein or therein. If required for the purpose of meeting the legal requirements of any related Take-out Commitments, jurisdiction in which any Property relating to of the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or Collateral may at the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Incometime be located, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights Issuer shall have the power to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loansappoint, and any proceeds (including the related securitization proceeds) and distributions shall take all reasonable action to appoint, one or more Persons to act as co-Collateral Trustee with respect to any of such Collateral, with such rights and powers limited to those deemed necessary for the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyIssuer, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights Trustee or the Collateral Trustee to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed comply with any such legal requirements with respect to retain any residual Servicing Rightssuch Collateral, and for which rights and powers shall not be inconsistent with the avoidance provisions of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy CodeIndenture.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Indenture (Triumph Group Inc)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns In consideration of the covenants and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans------------------- agreements contained herein, and in any eventas a material consideration to Landlord for entering into this Lease, Seller Tenant hereby pledges unconditionally grants to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Landlord a fully perfected first priority continuing security interest in and to all personal property owned (not leased) by Tenant and located or left at the Purchased Mortgage LoansLeased Premises and the Security Deposit, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Recordsif any, and any advance rent payment or other deposit, now in or hereafter delivered to or coming into the possession, custody or control of Landlord, by or for the account of Tenant, together with any increase in profits or proceeds from such property. The security interest granted to Landlord hereunder secures payment and performance of all related Servicing Rightsobligations of Tenant under this Lease now or hereafter arising or existing, whether direct or indirect, absolute or contingent, or due or to become due. In the Program Agreements (event of a default under this Lease which is not cured within the applicable grace period, if any, Landlord is and shall be entitled to all the extent such Program Agreements rights, powers and Seller’s right thereunder relate to remedies granted a secured party under the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies Commonwealth of Virginia Uniform Commercial Code and insurance proceeds relating to any Purchased Mortgage Loan otherwise available at law or the related Mortgaged Propertyin equity, including, but not limited to, any payments or proceeds under any related primary insurancethe right to retain as damages the personal property, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles Security Deposit and other assets relating to the Purchased Mortgage Loans (includingfunds held by Landlord, without limitation, any other accounts) additional notice or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges demand regarding this security interest. Tenant agrees that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned will execute such other documents or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts instruments as may be reasonably necessary to fully perfect Buyer’s security interest created herebycarry out and effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord, including without limitation, execution of a UCC-1 financing statement. Furthermore, Tenant's failure to execute such documents within ten (10) business days after written demand shall constitute a material default by Tenant hereunder. Tenant hereby waives any rights it may have under the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriateCommonwealth of Virginia Uniform Commercial Code which are inconsistent with Landlord's rights under this Section. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to Landlord's rights under this Section 8are in addition to Landlord's rights under Sections 11 and 14. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 27(E), THE SECURITY INTEREST GRANTED BY TENANT TO LANDLORD SHALL BE SUBORDINATE TO THE SECURITY INTEREST, IF ANY, GRANTED TO TENANT'S LENDERS IN THE ORDINARY COURSE OF TENANT'S BUSINESS. AT TENANT'S REQUEST, LANDLORD SHALL, WITHIN TEN (10) DAYS OF RECEIPT OF ANY SUCH LIEN WAIVER FROM TENANT, EXECUTE A LIEN WAIVER, THE FORM OF WHICH SHALL BE REASONABLY SATISFACTORY TO LANDLORD, WAIVING LANDLORD'S SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN ANY SUCH LIEN WAIVER.
Appears in 1 contract
Security Interest. a. On (a) To secure the prompt payment to Lender of the Obligations, each Purchase DateBorrower, Seller EPSC and ADI hereby sellsassigns, assigns pledges and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Lender a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued and to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesCollateral, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyacquired or arising and wheresoever located, whether or not the same is subject to Article 9 of the UCC; provided, however, the “Repurchase Assets”)foregoing grant of a security interest and lien shall not include any rights or interests of any Borrower, EPSC or ADI under any licenses, leases or other contracts if and to the extent that (i) the terms of the agreement or agreements creating or evidencing such rights or interests prohibit such grant and (ii) the term prohibiting such grant is effective as a matter of law and has not been waived or the consent of the necessary party to the grant to Lender has not been obtained; provided, further, (x) if any such prohibition is subsequently lifted, terminated or is otherwise no longer effective as a matter of law or is waived or the consent of the necessary party is obtained, a security interest therein in favor of Lender shall automatically arise hereunder without any further action on the part of any Borrower, EPSC, ADI or Lender and (y) nothing contained herein shall be deemed to limit, impair or otherwise affect Lender's security interest in any rights or interests of any Borrower, EPSC or ADI in or to monies due or to become due under any such agreement. All of Borrowers', EPSC's and ADI's ledger sheets, files, records, books of account, business papers and documents relating to the Collateral shall, until delivered to or removed by Lender, be kept by Borrowers, EPSC and ADI in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrowers, EPSC and ADI shall be deemed to include the foregoing grant, whether or not the same appears therein.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a (b) Lender may file one or more financing statements disclosing Lender's security interest in the Servicing Rights and proceeds related thereto and Collateral without a Borrower's, EPSC's or ADI's signature appearing thereon or Lender may sign on a Borrower's, EPSC's or ADI's behalf as provided in all instances, whether now owned or hereafter acquired, now existing or hereafter createdparagraph 13 hereof. The foregoing provision is intended to constitute parties agree that a security agreement carbon, photographic or other arrangement or other credit enhancement related to reproduction of this Agreement and Transactions hereunder shall be sufficient as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) a financing statement. If any Receivable or any ADC Receivable becomes evidenced by a promissory note or any other instrument for the payment of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermoremoney, the Seller hereby authorizes the Buyer applicable Borrower, EPSC or ADI will or will cause ADC to file financing statements relating immediately deliver such instrument to the Repurchase Assets, Lender appropriately endorsed."
(d) Paragraph 7 is amended in its entirety to provide as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.follows:
Appears in 1 contract
Sources: Amendment and Assumption Agreement (Ecoscience Corp/De)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As collateral security for the due payment by the Tenant of Rent and the punctual performance by Seller of its Obligations obligations under this Lease, the Tenant hereby charges by way of a fixed and hereby grantsspecific charge in favour of the Landlord, assigns by the Tenant, all of the interest and pledges title of the Tenant in and to Buyer a fully perfected first priority security interest all of the personal property of the Tenant on or in the Purchased Mortgage LoansPremises, any Agency Security owned or right held at the Commencement Date or after-acquired. When requested to receive such Agency Security when issued do so, the Tenant shall execute and deliver to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute Landlord a security agreement in form and content satisfactory to the Landlord. If the Tenant is in default under this Lease, in addition to its other rights and remedies, the Landlord shall have all the rights and remedies of a secured party under the relevant legislation. Except on the terms consented to in writing by the Landlord, the Tenant shall own all trade fixtures, equipment and merchandise in or on the Premises and shall not create or grant any mortgage, conditional sale agreement, security under section 427 of the Bank Act or under the Personal Property Security Act or other arrangement encumbrances (collectively “Charge”) in respect of its trade fixtures, equipment, goods, merchandise or other credit enhancement related any Fixture in the Premises or permit any notice pursuant to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) section 49 of the Bankruptcy Code.
c. Seller agrees Personal Property Security Act to executebe filed against title to the Mall or grant any further Charge to a third party or in priority to the rights of the Landlord. If any such event occurs, deliver and/or file at its cost, the Tenant shall procure the discharge of any such documents and perform notice or Charge within seven (7) days after the Tenant becomes aware thereof, by payment or in such acts other manner as may be reasonably necessary required or permitted by law, failing which the Landlord may procure the discharge thereof at the Tenant’s cost, collectable as Rent, notwithstanding that the Tenant may subsequently establish that any such notice or Charge, so discharged, was without merit, excessive or subject to fully perfect Buyer’s security interest created hereby. Furthermoreany abatement, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement set-off or statements prepared pursuant to this Section 8defense.
Appears in 1 contract
Sources: Lease Agreement
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any (a) Each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan following items or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest types of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, is hereinafter referred to as (collectivelythe “Purchased Items”): all Mortgage Assets, all mortgage asset files, including without limitation all promissory notes, all servicing records relating to the Mortgage Assets, all servicing agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, 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 Mortgage Asset, all servicing fees to which such Seller is entitled and servicing and other rights relating to the Mortgage Assets, all servicer accounts established pursuant to any servicing agreement and all amounts on deposit therein, from time to time, the Control Account and all monies from time to time on deposit in the Control Accounts, all Interest Rate Protection Agreements, if any, all “Repurchase Assetsgeneral intangibles”), “accounts”, “chattel paper”, “deposit accounts” and “investment property” as defined in the Uniform Commercial Code as in effect from time to time relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing.
b. The (b) Buyer and Seller acknowledges intend that it has no rights the Transactions hereunder be sales to service Buyer of the Purchased Mortgage LoansAssets and not loans from Buyer to Seller secured by the Purchased Assets. Without limiting the generality of the foregoing and However, in order to preserve Buyer’s rights under this Agreement in the event that a court or other forum recharacterizes the Seller is deemed to retain any residual Servicing Rights, Transactions hereunder as loans and as security for the avoidance performance by Seller of doubtall of Seller’s obligations to Buyer hereunder and the Transactions entered into hereunder (“Repurchase Obligations”) and the Seller-Related Obligations, Seller grantshereby assigns, assigns pledges and pledges to Buyer grants a security interest in all of its right, title and interest in, to and under the Servicing Rights Purchased Items and proceeds related thereto the Purchased Assets to Buyer to secure the Repurchase Obligations and in the Seller-Related Obligations, including without limitation the repayment of all instances, whether now owned or hereafter acquired, now existing or hereafter createdamounts owing to Buyer hereunder. The foregoing provision is intended assignment, pledge and grant of security interest contained herein shall be, and Seller hereby represents and warrants to constitute Buyer that it is, a first priority perfected security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. interest. Seller agrees to execute▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of Seller now or hereafter existing under this Agreement, deliver and/or file including, without limitation, Seller’s obligation to repurchase Purchased Assets, or if such documents obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and perform such acts as may to pay any and all other amounts owing to Buyer hereunder.
(c) Unless an Event of Default shall have occurred and be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermorecontinuing and the, the Seller hereby authorizes the Buyer shall be permitted to file financing statements relating make all servicing and other decisions with respect to the Repurchase Purchased Assets; provided, as however, that no action shall be taken which would impair the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for Purchased Items or which would be inconsistent with or result in any financing statement violation of any provision of this Agreement or statements prepared pursuant to this Section 8any related documents.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As security for the performance by Seller payment and performance, in full of its Obligations the Obligations, and any extensions, renewals, modifications or refinancings of the Obligations, the Grantor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates and transfers to the Secured Parties, and hereby grantsgrants to the Secured Parties, their successors and assigns, a security interest in, all of such Grantor's right, title and interest in, to and under the Collateral (the "Security Interest"). In connection with the Security Interest and constituting a part of the Collateral for all of the Obligations secured by the Security Interest granted hereunder, the Parent hereby pledges and assigns to the Secured Parties, and pledges grants to Buyer the Secured Parties a fully perfected first priority continuing security interest in, items (a) through (h) below, whether now existing or hereafter acquired or arising; notwithstanding the foregoing, without consent, the Grantor may grant a Senior Security Interest in hereinafter acquired assets, properties, leases (including corporations, partnerships, and other entities holding the foregoing) for use in its business, directly or through subsidiaries, which may be secured by the asset acquired and financed using cash payments of the Grantor and up to $2,000,000 of secured non-equity linked commercial debt. Said Senior Security Interest shall rank senior to the Secured Parties' Security Interest granted pursuant to this Agreement.
(a) all of the Parent's right, title and interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any Subsidiaries;
(b) all of the Purchased Mortgage LoansParent's share and interest as shareholders in the business, assets, capital, profits, goodwill and other property of the RecordsSubsidiaries;
(c) all of the Parent's rights, powers and privileges under the articles of incorporation, bylaws and other organizational documents of the Subsidiaries;
(d) any and all related Servicing Rightsfees, distributions and other payments and compensation due and to become due to each Grantor from the Program Agreements Subsidiaries;
(to the extent such Program Agreements e) any and Seller’s right thereunder relate to the Purchased Mortgage Loans)all securities, any related Take-out Commitmentsstock, any Property relating to the Purchased Mortgage Loanspartnership interests, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Propertymembership interests, includingfinancial assets, but not limited tofounders fees, any payments or proceeds under any related primary insurancefees, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)distributions, Incomereceivables, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to amounts now or hereafter payable in respect of the Purchased Mortgage Loans (including, without limitation, any other accounts) or any Parent's interest in the Purchased Mortgage Loans, Subsidiaries;
(f) all investment property and any proceeds (including the related securitization proceeds) and distributions with respect to securities entitlements in or arising from any of the foregoing foregoing;
(g) the proceeds (whether cash or non-cash) to be paid and payable to the Parent or the Subsidiaries upon any sale or other property, rightstransfer of any right, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality interest of the foregoing and Parent in the event that the Seller is deemed to retain Subsidiaries; and
(h) any residual Servicing Rights, and for the avoidance all cash and non-cash proceeds of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) any of the Bankruptcy Codeforegoing.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Paragraph 6 of the SIFMA Master is hereby amended and restated in its entirety to read as follows:
(a) Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges grants to Buyer a fully perfected first priority security interest in all of Seller’s right, title, benefit and interest the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, Securities sold in each Transaction entered into under this Agreement and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created thereof (collectively, the “Repurchase AssetsCollateral”) to secure the Seller’s obligations under the Transaction Agreements (the “Secured Obligations”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer This Agreement shall create a continuing security interest in the Servicing Rights Collateral and proceeds related thereto shall remain in full force and in effect (notwithstanding any repurchase by Seller of Purchased Securities under an expiring Transaction and simultaneous purchase by Buyer of such Purchased Securities under a subsequent Transaction) until all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended unpaid Repurchase Price with respect to constitute a security agreement or other arrangement or other credit enhancement related to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting). Buyer shall have, with respect to all the Collateral, in addition to all other rights and Transactions hereunder remedies available to Buyer under the Transaction Agreements, all the rights and remedies of a secured party under the Uniform Commercial Code as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codein effect in any applicable jurisdiction.
c. (b) Seller agrees hereby authorizes Buyer to execute, deliver and/or file such documents financing statements (and perform continuation statements with respect to such acts financing statements when applicable) as may be reasonably necessary to fully perfect Buyer’s the security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating granted pursuant to the foregoing Paragraph 6(a) under the Uniform Commercial Code of the relevant jurisdiction.
(c) The security interest granted pursuant to the foregoing Paragraph 6(a) is released by Buyer at such time when all unpaid Repurchase AssetsPrice with respect to outstanding Transactions under this Agreement has been indefeasibly paid in full (without application of any set off or netting), as the Buyerwithout further action by any Person. Upon such payment and termination of this Agreement, Buyer hereby agrees, at its optionSeller’s expense, may deem appropriate. The Seller shall pay the filing costs for any to (x) file appropriate financing statement or statements prepared pursuant amendments to this Section 8reflect such release and (y) execute and deliver such other documents as Seller may reasonably request to further evidence such release.”
Appears in 1 contract
Security Interest. a. On each Purchase DateIn addition to the statutory landlord's lien, Seller Landlord shall have, at all times, and Tenant hereby sellsgrants to Landlord, assigns a valid security interest to secure payment of all rentals and conveys other sums of money becoming due hereunder from Tenant, and to secure payment of any damages or loss which Landlord may suffer by reason of the breach of Tenant of any covenant, agreement or condition contained herein, upon all rights goods, wares, equipment, fixtures, furniture, improvements and interests in the Purchased Mortgage Loans identified other personal property of Tenant ("Tenants Personal Property") presently or which may hereafter be situated on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the RecordsPremises, and all related Servicing Rightsproceeds therefrom, and such property shall not be removed therefrom without the consent of Landlord until all arrearages in Rent as well as any and all other sums of money then due to Landlord hereunder shall first have been paid and discharged and all the covenants, agreements and conditions hereof have been fully complied with and performed by Tenant. Upon the occurrence of an event of default by Tenant, Landlord may, in addition to any other remedies provided herein, enter upon the Premises and take possession of any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of Tenant situated on the Premises, without liability for trespass or conversion, and sell the same at public or private sale, with or without having such property at the sale, after giving Tenant reasonable notice of the time and place of any public sale or of the time after which any private sale is to be made, at which sale Landlord or its assigns may purchase said property unless otherwise prohibited by law. Unless otherwise provided by law, and without intending to exclude any other manner of giving Tenant reasonable notice, the Program Agreements requirement of reasonable notice shall be met if such notice is given in the manner prescribed in Section 28.0 of this Lease at least five (to 5) days before the extent time of sale. The proceeds from any such Program Agreements disposition, less any and Seller’s right thereunder relate to all expenses connected with the Purchased Mortgage Loanstaking of possession, holding and selling of the property (including reasonable attorneys' fees and other expenses), shall be applied as a credit against the debts secured by the security interest granted in this Section 21.0. Any surplus shall be paid to Tenant or as otherwise required by law; and 16 <PAGE> Tenant shall pay any related Take-out Commitmentsdeficiencies forthwith. Upon request by Landlord, any Property relating Tenant agrees to execute and deliver to Landlord a financing statement in form sufficient to perfect the Purchased Mortgage Loanssecurity interest of Landlord in the said property and the process thereof under the provisions of the Uniform Commercial Code in force in the State of Georgia. The statutory lien for rent is not hereby waived, all insurance policies the security interest herein granted being in addition and insurance proceeds relating supplementary thereto. Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the security interest granted to Landlord in this Section 21 to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance future commercial lender of Tenant that desires to attach and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer perfect a security interest in the Servicing Rights and proceeds related thereto and Tenant's Personal Property for purposes of using same as collateral for a loan made to Tenant in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) connection with an initial public offering of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created herebyTenant's stock. Furthermore, Landlord covenants and agrees that, so long as Tenant is not in default hereunder, Landlord will subordinate the Seller hereby authorizes the Buyer security interest granted to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to Landlord in this Section 821 to any commercial lender of Tenant that desires to attach and perfect a security interest in Tenant's Personal Property to secure a purchase money loan from said lender to Tenant for Tenant's purchase of Tenant's Personal Property.
Appears in 1 contract
Sources: Lease Agreement
Security Interest. a. On (a) To secure the prompt payment to Lender of the Obligations, each Purchase DateBorrower hereby assigns, Seller hereby sellspledges and grants to Lender a continuing security interest in and Lien upon all of the Collateral. All of Borrowers' Books and Records relating to the Collateral shall, assigns and conveys until delivered to or removed by Lender, be kept by Borrowers in trust for Lender until all rights and interests Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrowers in connection with the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder delivery of a Borrowing Base Certificate to Lender shall be sales and purchases and not loans, in the event any such Transactions are deemed to be loansinclude the foregoing grant, and in any event, Seller hereby pledges to Buyer as whether or not the same appears therein.
(b) As additional security for the payment and performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage LoansObligations, the Recordseach Borrower hereby assigns to Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited other rights of Borrowers with respect to, any payments and all policies of insurance now or proceeds under at any related primary insurancetime hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements each Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (if anybut need not), Incomein Lender's name or in any Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and following the Collection Accountoccurrence and during the continuance of an Event of Default adjust, Interest Rate Protection Agreementslitigate, accounts compromise or release any claim against the issuer of any such policy.
(including c) Each Borrower hereby (i) authorizes Lender to file any interest financing statements, continuation statements or amendments, thereto that (x) indicate the Collateral (1) as all assets of Seller Borrowers (or any portion of Borrowers' assets) or words of similar effect, regardless of whether any particular asset comprised in escrow accountsthe Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other contract rightsinformation required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, instrumentscontinuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating amendments thereto if filed prior to the Purchased Mortgage Loans (including, without limitation, date hereof. Each Borrower acknowledges that it is not authorized to file any other accounts) financing statement or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions amendment or termination statement with respect to any financing statement that directly or indirectly impairs the priority of the foregoing Lien in favor of Lender on the Collateral without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrowers' rights under Section 9-509(d)(2) of the UCC.
(d) Each Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrowers) to use, transfer, license or sublicense any other propertyIntellectual Property now owned, rightslicensed to, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquiredacquired by Borrowers, now existing or hereafter created (collectivelyand wherever the same may be located, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights and including in such license access to service the Purchased Mortgage Loans. Without limiting the generality all media in which any of the foregoing licensed items may be recorded or stored and in to all computer and automatic machinery software and programs used for the event that the Seller is deemed to retain any residual Servicing Rightscompilation or printout thereof, and for represents, promises and agrees that any such license or sublicense of such Intellectual Property is not and will not be in conflict with the avoidance contractual or commercial rights of doubtany third Person; provided, Seller grants, assigns and pledges to Buyer a security interest in that such license will terminate on the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to termination of this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) the payment in full of the Bankruptcy Codeall Obligations.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased This Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder shall also be sales and purchases and not loans, in the event any such Transactions are deemed considered to be loans, and in any event, Seller hereby pledges to Buyer shall be construed as a security for the performance by Seller of its Obligations agreement and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions financing statement with respect to any and all of the foregoing items and any other propertytypes of the Collateral in which a security interest may be created pursuant to the Oklahoma Uniform Commercial Code (the "UCC Collateral") and, rightssubject to the Permitted Encumbrances, title Mortgagor hereby grants to Mortgagee a first and prior, continuing security interest in and to the UCC Collateral (including all proceeds and products thereof) described or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesreferred to herein, whether now owned or hereafter acquired. Mortgagee shall be entitled to exercise any and all rights that it may have hereunder or under the Oklahoma Uniform Commercial Code with respect to the UCC Collateral.
(a) Upon the occurrence of an Event of Default hereunder and acceleration of the Secured Obligations, now existing Mortgagee may at its discretion require Mortgagor to assemble the UCC Collateral and make it available to Mortgagee at a place reasonably convenient to both parties to be designated by Mortgagee.
(b) Upon the occurrence of an Event of Default hereunder and acceleration of the Secured Obligations, all or hereafter created any part of the UCC Collateral may, at the sole discretion of Mortgagee, be combined with the real property covered hereby and sold together with such real property as an entirety, or the UCC Collateral (collectivelyor any part of the UCC Collateral not sold together with the real property) may be sold separately, as one parcel or in such parcels, manner or order as Mortgagee, in its sole discretion, may elect.
(c) Mortgagee shall give Mortgagor written notice of the “Repurchase Assets”time and place of any public sale of any of the UCC Collateral or of the time after which any private sale or other intended disposition thereof is to be made by sending notice to Mortgagor at least ten (10) days before the time of the sale or other disposition, which provisions for notice Mortgagor and Mortgagee agree are reasonable.
(d) Mortgagor will from time to time, within ten (10) days after request by Mortgagee, execute, acknowledge and deliver any financing statement, continuation statement, inventory list or other similar documents that Mortgagee may reasonably request in order to protect, preserve, continue, perfect, extend or maintain the security interest under and the priority of this Mortgage and will, upon demand, pay any expenses and fees incurred by Mortgagee in the preparation, execution and filing of any such documents.
(e) This Mortgage shall be filed of record against the tract index of the real estate records of the County Clerk of Oklahoma County, Oklahoma, as a fixture filing and covers all of the items and types of Collateral constituting or to constitute "fixtures" as defined in 12A O.S. § 1-9-102(41) and this Mortgage shall constitute a "fixture filing" as set forth in 12A O.S. § 1-9-102(40).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. (a) Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than the Servicing Rights, which are pledged, and not sold, to Buyer), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loansall of Seller’s right, any Agency Security or right title and interest in, to receive such Agency Security when issued to the extent backed by any and under each of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest following items of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectivelyand wherever located, is hereinafter referred to as the “Primary Repurchase Assets”).:
b. The Seller acknowledges that it has no (i) all Assets identified on an Asset Schedule or Schedule 2 herein;
(ii) all Servicing Rights arising under or related to any Servicing Contract and related Servicing Rights Asset;
(iii) all Receivables arising under or related to any Servicing Contract;
(iv) all rights to service reimbursement or payment of Assets and/or amounts due in respect thereof under the Purchased related Servicing Contract, Securitization Transaction or Participation Agreement identified on Schedule 2 hereof;
(v) the Dedicated Accounts and the ▇▇▇▇▇▇ Mae Account;
(vi) all rights under the Underlying Spread Documents;
(vii) all rights under each Participation Agreement (other than rights with respect to Mortgage Loans. Without limiting Loans that are not related to Agency Servicing Rights included within any Participation Agreement);
(viii) all records, instruments or other documentation evidencing any of the generality foregoing;
(ix) all “general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including, without limitation, all of Seller’s rights, title and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in and under the Participation Agreements and the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.Contracts); and
Appears in 1 contract
Sources: Master Repurchase Agreement (Pennymac Financial Services, Inc.)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as As security for the performance by Seller of its Obligations Borrower’s obligations and those of any Guarantor and/or other Pledgor under this Agreement, Pledgor hereby grantsassigns, assigns transfers, grants and pledges conveys to Buyer Bank a fully perfected continuing, first priority lien and security interest in the Purchased Mortgage Loans, any Agency Security one or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accountsmore securities account(s) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase AssetsSecurities Account”) (including all financial assets from time to time held in the Securities Account(s).
b. The Seller acknowledges ) established at MLPF&S and/or MLTC that it has no rights have been designated by Pledgor as the collateral for the LMA herein, in one or more applications for the LMA or otherwise in writing, as well as all of Pledgor’s right, title and interest in and to service the Purchased Mortgage Loans. Without limiting the generality all monies, debts, claims, securities, securities entitlements, financial assets, investment property and other property deposited by ▇▇▇▇▇▇▇ with or owed or owing to Pledgor by Bank or any member of the foregoing ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group. Pledgor may, by notice to Bank or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group, grant Bank a lien and security interest in additional Securities Accounts established with MLPF&S and/or MLTC. Bank’s, MLPF&S’ and MLTC’s records relating to the LMA shall be conclusive evidence that the Securities Accounts are subject to Bank’s lien and security interest under this Agreement. Bank’s lien and security interest also includes all proceeds of the foregoing, and all proceeds of proceeds. All references in this Agreement to the “Securities Account” shall include all such Securities Accounts. ▇▇▇▇▇▇▇ will take all actions that Bank requests or that are reasonably necessary to assure that Bank has a continuing perfected first priority lien and security interest in all Securities Accounts. MLPF&S, MLTC and/or ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group will identify Bank’s lien and security interest in its records for the Securities Account. If the Securities Account is managed by a trustee of a trust and/or an investment manager, the trustee and/or investment manager to whom discretionary investment authority is delegated may, to the extent permitted by the trust or relevant advisory agreement pertaining to the investment management of such Securities Account (“Advisory Agreement”) execute transactions in the Securities Account so long as all securities and other financial assets that are purchased, and the proceeds of sales, are credited to the Securities Account; and Bank may allow the trustee and/or investment manager discretion to determine which financial assets shall be sold in the event Bank elects to liquidate the financial assets in the Securities Account, so long as the trustee and/or investment manager acts promptly to facilitate the liquidation. If a Notice of Exclusive Control (described below) is delivered, Bank may in its sole discretion elect to terminate the ability of the trustee and/or investment manager to execute transactions in the Securities Account. Pledgor agrees to maintain financial assets in the Securities Account that have a value at least equal to the Seller amount required by Bank from time to time (the “Maintenance Requirement”). The Maintenance Requirement shall be determined by Bank in its sole discretion. In its sole discretion, Bank shall determine from time to time the types of financial assets that may be maintained in the Securities Account and used as collateral under this Agreement. Free credit balances in the Securities Account may be deposited in such accounts as Bank may permit from time to time. Bank may provide MLPF&S and/or MLTC with entitlement orders or other instructions with respect to the Securities Account at any time. MLPF&S and/or MLTC shall comply with any instructions received from Bank without the consent of Borrower, Pledgor or Guarantor. MLPF&S and MLTC are not under any duty to inquire as to the basis for such instructions. Borrower, Pledgor and Guarantor each acknowledge that Bank has ultimate control over all instructions made with respect to the Securities Account and if there is deemed a conflict between the instructions Bank and Pledgor give to retain MLPF&S and/or MLTC with respect to the Securities Account, Bank’s instructions will prevail. Bank is entitled to receive duplicates of any residual Servicing Rightsand all notices, confirmations and statements of account for the avoidance of doubt, Seller grants, assigns Securities Account. MLPF&S and/or MLTC are each authorized to provide Bank with any and pledges to Buyer a security interest all information in the Servicing Rights and proceeds related thereto and in all instances, whether now owned its possession or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements control relating to the Repurchase AssetsSecurities Account and to provide Bank with on-line access to its systems relating to the Securities Account. Neither MLPF&S nor MLTC has entered into a control agreement with respect to the Securities Account with any other person other than Bank and each agrees that it will not do so while this Agreement is in effect. MLPF&S and/or MLTC may comply with trading instructions from Pledgor (including any authorized agent) as well as any investment manager without further consent by Bank and Pledgor is permitted to receive all interest and regular cash dividends earned on assets in the Securities Account monthly but only if the value of the financial assets in the Securities Account continues to satisfy Bank’s Maintenance Requirement. MLPF&S and/or MLTC may complete and execute transactions in the Securities Account initiated by Pledgor (including but not limited to Visa card purchases and cash advances, electronic funds transfers, Fedwires, and check writing) if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor may also purchase, sell or substitute financial assets in the Securities Account if the value of the financial assets remaining in the Securities Account continue to satisfy Bank’s Maintenance Requirement. Pledgor also agrees that transactions made in the Securities Account may be disregarded or reversed if the transaction would result in a breach of this Agreement. If there is a trustee and/or an investment manager (or authorized agent appointed by Pledgor) with respect to the Securities Account, Bank agrees that periodic payment of normal trustee, advisory and service fees from assets in the Securities Account to the trustee and/or investment manager or agent are permitted without Bank’s consent so long as Borrower, Pledgor and Guarantor are not in breach of this Agreement. In the event that Borrower, Pledgor or Guarantor breach this Agreement, Bank may at any time deliver to MLPF&S and/or MLTC a “Notice of Exclusive Control” in a form Bank deems necessary. MLPF&S and MLTC thereafter shall prohibit Pledgor from executing any transactions in the Securities Account. To the extent possible, MLPF&S and MLTC shall each use reasonable efforts to terminate transactions pending in the Securities Account at the time it receives the notice, however, either of MLPF&S’s or MLTC ‘s failure to terminate any such transactions shall not result in any liability whatsoever to MLPF&S or MLTC, as the Buyercase may be. Neither MLPF&S nor MLTC will not be liable to Bank for complying with instructions from Pledgor that are received by MLPF&S or MLTC before it receives a Notice of Exclusive Control. Neither MLPF&S nor MLTC will not be liable to Borrower, at Pledgor or Guarantor for complying with a Notice of Exclusive Control or any instructions from Bank. MLPF&S and MLTC have no duty to investigate whether Bank is authorized to give any instruction or Notice of Exclusive Control. While this Agreement is in effect, each of MLPF&S and MLTC subordinates in favor of Bank any security interest, lien, or right of setoff it may have, now or in the future, against property in the Securities Account, except that each of MLPF&S and MLTC (greater certainty, only to the extent it is acting solely on its optionbehalf as custodian of the Securities Account and not as a Borrower, may deem appropriatePledgor or Guarantor hereunder) will retain a prior lien on property in the Securities Account to secure payment for property purchased for the Securities Account and to collect normal commissions and fees for the Securities Account. The Seller shall pay the filing costs This Agreement does not create any obligations for any financing statement MLPF&S, MLTC or statements prepared pursuant to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Group except for those expressly set forth in this Section 8Agreement.
Appears in 1 contract
Sources: Loan Management Account Agreement (CombiMatrix Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans Assets identified on the related Mortgage Loan Schedule and the Repurchase AssetsAssets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event, event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in in:
(i) the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued Assets;
(ii) the Records related to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, Assets;
(iii) the Program Agreements Documents (to the extent such Program Agreements Documents and Seller’s right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, ;
(iv) any Property relating to any Purchased Asset or the related Mortgaged Property;
(v) any Takeout Commitments relating to any Purchased Mortgage LoansAssets;
(vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset;
(vii) any Servicing Rights relating to any Purchased Asset;
(viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements ;
(if any), Income, ix) any Income relating to any Purchased Asset;
(x) the Collection Custodial Account, Interest Rate Protection Agreements;
(xi) the Warehouse Accounts;
(xii) the Operating Account;
(xiii) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles and to the extent that the foregoing relates to any Purchased Asset;
(xiv) any other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets;
(xv) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; and
(xvi) together with all accessions and additions thereto, substitutions and replacements therefor, and any all products and proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptforegoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Master Repurchase Agreement (Home Point Capital Inc.)
Security Interest. a. On each Purchase Date, Seller 1.1 Debtor hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed grants to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer Secured Party a fully perfected first priority continuing security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Recordsfollowing: all trademarks, and all related Servicing Rightsapplications therefor, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans)now or hereafter owned by Debtor, any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan whether registered or the related Mortgaged Propertyunregistered, including, but not limited to, any payments or proceeds under any related primary insurancethose trademarks and trademark applications of Debtor listed on Schedule A attached hereto and made a part hereof (collectively, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if anythe "TRADEMARKS"), Incometogether with the goodwill of the business associated with and symbolized by such Trademarks (collectively, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges"COLLATERAL"), general intangibles as security for the Obligations (as defined in the General Security Agreement).
1.2 Debtor hereby requests that the U.S. Commissioner of Patents and Trademarks record this Agreement.
1.3 For the purpose of enabling Secured Party, during the continuance of an Event of Default, to exercise rights and remedies under Article IX of the General Security Agreement at such time as Secured Party shall be lawfully entitled to exercise such rights and remedies, and for no other assets relating purpose, Debtor hereby grants to Secured Party, to the Purchased Mortgage Loans extent assignable, an irrevocable, non-exclusive license to use, assign, license or sublicense any trademarks, service marks, trade names, trade styles, logos, goodwill, copyrights, trade secrets, franchises, licenses and patents or other Collateral now owned or hereafter acquired by Debtor (collectively, the "LICENSED COLLATERAL"), wherever the same may be located, including, without limitation, any other accountsthe following rights:
(a) the rights in said Licensed Collateral acquired by the common law of the United States or any state thereof or under the law of any foreign nation, organization, or subdivision thereof;
(b) the rights acquired under the statute of any foreign country, or the United States, or any state or subdivision thereof, whether by registrations of said Licensed Collateral or otherwise;
(c) the rights acquired in each and every form of said Licensed Collateral as used by Debtor notwithstanding that less than all of such forms would be registered and not withstanding the form of said Licensed Collateral;
(d) the right to use or license any party to the use of all or any of said Licensed Collateral in connection with the sale of goods and/or the rendering of services in the conduct of services advertising, promotion and the like anywhere in the world;
(e) the right to use said Licensed Collateral either in connection with or entirely independent from the other collateral securing the Obligations;
(f) the right to assign, transfer and convey a partial interest or the entire interest in any one or more parts of said Licensed Collateral;
(g) the Purchased Mortgage Loansright to seek registration, and foreign or domestic, of any proceeds of such Licensed Collateral which was not registered as of the date hereof or registered subsequently;
(including h) the related securitization proceedsright to prosecute pending applications (if applicable) and distributions with respect for foreign or domestic registration (federal or state) of any of such Licensed Collateral; and
(i) the right to access to all media in which any of the foregoing Licensed Collateral may be recorded or stored and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in to all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and computer programs used for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned compilation or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Codeprintout hereof.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
Appears in 1 contract
Sources: Trademark Security Agreement (Smith & Wesson Holding Corp)
Security Interest. a. On (a) To secure the full and punctual payment of the Obligations with respect to each Purchase Dateseries of Notes in accordance with the terms thereof and to secure the performance of the Issuer's obligations under such Notes and this Indenture, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller Issuer hereby pledges and collaterally assigns to Buyer as security and with the Indenture Trustee for the performance by Seller benefit of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive each Holder of each Note of such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) series and any other contract rightsPerson for whose benefit the Indenture Trustee is holding the applicable series Collateral, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating will grant to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in Indenture Trustee for the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any benefit of the foregoing each Holder of each such Note and any other propertyPerson for whose benefit the Indenture Trustee is holding the applicable series Collateral, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights series Collateral specified in each applicable Note Certificate or in the applicable Supplemental Indenture as securing the Obligations with respect to such series of Notes, and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Coderights and privileges of the Issuer with respect to the applicable series of the Issuer in and to such series Collateral (collectively for each such series of Notes, the "SECURITY INTEREST" for such series of Notes and for all series of Notes, the "SECURITY INTERESTS"), in each case effective as of the Issue Date of the applicable Notes.
c. Seller (b) It is expressly agreed that anything therein contained to the contrary notwithstanding, the Issuer shall remain liable under each Funding Agreement to perform all the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee shall not have any obligations or liabilities by reason of or arising out of this Indenture, nor shall the Indenture Trustee be required or obligated in any manner to perform or fulfill any obligations of the Issuer under or pursuant to such Funding Agreement or to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by it, or, prior to the occurrence and continuance of an Event of Default, to present or file any claim, or to take any action to collect or enforce the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times.
(c) The Indenture Trustee acknowledges the grant of each Security Interest upon the issuance of each series of Notes to which it relates, accepts the trusts hereunder in accordance with the provisions hereof and agrees to execute, deliver and/or file perform its duties herein to the end that the interests of each Holder of the Notes of such documents series and perform such acts as any other Person for whose benefit the Indenture Trustee is holding the applicable series Collateral may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8adequately and effectively protected.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns Sellers and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties Buyer intend that all the Transactions hereunder be sales and purchases to Buyer of the Purchased Assets and not loansloans from Buyer to Sellers secured by the Purchased Assets. However, in order to preserve Buyer’s rights under this Agreement in the event any such that a court or other forum recharacterizes the Transactions are deemed to be loanshereunder as other than sales, and in any event, Seller hereby pledges to Buyer as security for the Sellers’ performance by of all of their Obligations, each Seller of its Obligations and hereby grants, assigns and pledges to grants Buyer a fully perfected first priority security interest in the following property, whether now existing or hereafter acquired: the Purchased Mortgage LoansAssets, the related Records, all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all claims and payments thereunder, any Agency Security purchase agreements or right other agreements or contracts relating to receive such Agency Security when issued to the extent backed by or constituting any or all of the Purchased Mortgage Loansforegoing, all “accounts” as defined in the Uniform Commercial Code relating to or constituting any or all of the foregoing, the Records, Collection Account and all related Servicing Rights, monies from time to time on deposit in the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage LoansCollection Account, all other insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, but not limited toany assigned Hedge Instrument, any payments or proceeds under any related primary insurance, hazard insurance security account and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, all rights to payment (including Income and the rights to enforce such payments arising from any of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, and any and all replacements, substitutions, distributions on or proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, collectively the “Repurchase AssetsCollateral”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the each Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase AssetsPurchased Assets without the signature of any Seller, as the Buyerapplicable, at its option, may deem as it deems appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8Section.
Appears in 1 contract
Sources: Master Repurchase Agreement (New Century Financial Corp)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loansloans (other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage LoansAssets, the Records, and all related Servicing Rightsservicing rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage LoansAssets), any related Take-out Commitments, any Property relating to the Purchased Mortgage LoansAssets, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any)and, Income, the Collection each Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) general intangibles and other assets relating to the Purchased Mortgage Loans Assets (including, without limitation, any other accounts) or any interest in the Purchased Mortgage LoansAssets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section.
b. The Buyer, as “entitlement holder” (as defined in Section 8-102(a) of the Uniform Commercial Code) with respect to the CMBS Securities and Real Estate CDO Securities, shall be entitled to receive all cash dividends and distributions paid in respect thereof and such amounts shall be applied in accordance with Section 7 hereof. Unless an Event of Default shall have occurred and be continuing, Seller shall be entitled to exercise all voting and corporate rights with respect to the CMBS Securities and Real Estate CDO Securities, and Buyer shall exercise such rights on Seller’s behalf during the time in which Buyer is the registered holder of such Purchased Securities, provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in Buyer’s good faith judgment, would materially impair the CMBS Securities or Real Estate CDO Securities or which would be inconsistent with or result in any violation of any provision of this Agreement.
c. On or prior to the related Purchase Date, the Seller shall cause each CMBS Security and each Real Estate CDO Security to be registered in the name of MLCI, as agent for the Buyer, and the Buyer or its other designee shall have the rights of conversion, exchange, subscription and any other rights, privileges and options pertaining to such CMBS Securities and Real Estate CDO Securities with any committee, depositary transfer, agent, register or other designated agency upon such terms and conditions as the Buyer may determine. Prior to the occurrence and continuance of any Event of Default, the Buyer and its designee shall exercise such rights only on the Seller’s behalf.
d. The foregoing security interest is intended to create a security agreement related to this Agreement as contemplated under Section 101(47)(v) of the Bankruptcy Code.
Appears in 1 contract
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as (a) As security for the prompt payment and performance by Seller of all of its Obligations and Obligations, PMC hereby grants, assigns and pledges to Buyer the Lender, and grants a fully perfected first priority security interest interest, subject to the interests of ▇▇▇▇▇▇▇ Mac as set forth in Section 4.02 and in the Purchased Mortgage Loans▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, any Agency Security or right to receive such Agency Security when issued to the extent backed by any Lender, all of the Purchased Mortgage LoansPMC’s right, the Recordstitle and interest, in, to, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instancesunder, whether now owned or hereafter acquired, in all of the following, whether now existing or hereafter created existing and wherever located: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of PMC in such Pledged Servicing Rights, (ii) all books and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) and (iii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing, but with respect to items (i) - (iii) above specifically excluding the Excluded Collateral (collectively, the “Repurchase AssetsPMC Collateral”); provided that PMC does not assign or pledge to the Lender, or grant a security interest in any of PMC’s right, title and interest, in, to or under PMC’s rights to reimbursement for any Advances related to mortgage servicing rights subject to the ▇▇▇▇▇▇▇ Mac Servicing Contract.
b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and (b) As security for the avoidance prompt payment and performance of doubtall of its Obligations, Seller grants, Holdings hereby assigns and pledges to Buyer the Lender, and grants a security interest interest, subject to the interests of ▇▇▇▇▇▇▇ Mac as set forth in Section 4.02 and in the Servicing Rights ▇▇▇▇▇▇▇ Mac Acknowledgment Agreement, to the Lender, all of Holdings’ right, title and proceeds related thereto interest, in, to, and in all instancesunder, whether now owned or hereafter acquired, in all of the following, whether now existing or hereafter created. The foregoing provision is intended existing and wherever located: (i) any Excess Servicing Fees sold by PMC to constitute a security agreement Holdings pursuant to the terms of the Master Spread Acquisition and MSR Servicing Agreement, (ii) all books and records, including computer disks and other records or other arrangement physical or other credit enhancement virtual data or information, related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(vthe foregoing (but excluding computer programs) and 741(7)(A)(xi(iii) all monies due or to become due with respect to the foregoing and all proceeds of the Bankruptcy Code.
c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermoreforegoing (collectively, the Seller hereby authorizes “Holdings Collateral” and together with the Buyer to file financing statements relating to PMC Collateral, the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8“Collateral”).
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Sources: Loan and Security Agreement (PennyMac Mortgage Investment Trust)
Security Interest. a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Buyer Administrative Agent for the benefit of Buyers as security for the performance by Seller the Sellers of its their Obligations and hereby grants, assigns and pledges to Buyer Administrative Agent for the benefit of Buyers a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right the records, and all servicing rights related to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements Repurchase Documents (to the extent such Program Agreements Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the any Purchased Mortgage LoansLoan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, including but not limited to, to any payments or proceeds under any related primary insurance or hazard insurance, hazard insurance and FHA any Income relating to any Purchased Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), IncomeUSActive 5531664.18 -41- Loan, the Collection Account, the Payment Account, any Interest Rate Protection AgreementsAgreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), ) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) servicing of the Purchased Mortgage Loans, all collateral and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receiptan Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”).
b. . The Administrative Agent and the Sellers hereby agree that in order to further secure a Seller’s Obligations hereunder, each Seller acknowledges that it has no rights hereby grants to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing RightsAdministrative Agent, and for the avoidance benefit of doubtBuyers, Seller grants, assigns and pledges to Buyer a security interest in (i) as of the Servicing Rights and proceeds related thereto and date hereof, each Seller’s rights (but not its obligations) under the Loan Documents including without limitation any rights to receive payments thereunder or any rights to collateral other than collateral released in all instances, accordance with the Loan Documents thereunder whether now owned or hereafter acquired, now existing or hereafter createdcreated (collectively, the “Loan Rights”) and (ii) as of the Loan Document Termination (as defined below), all collateral other than collateral released in accordance with the Loan Documents however defined or described under the Loan Documents to the extent not otherwise included under the definitions of Repurchase Assets or Loan Rights whether now owned or hereafter acquired, now existing or hereafter created (such collateral, “Additional Collateral”). As of the Loan Document Termination, all Additional Collateral shall be deemed to be part of Repurchase Assets. For the avoidance of doubt, the Loan Rights shall be deemed to be part of the Repurchase Assets as of the date hereof. The Sellers shall deliver an irrevocable instruction to the administrative agent under the Loan Documents that upon receipt of notice of an Event of Default under this Repurchase Agreement, the administrative agent thereunder is authorized and instructed to remit to the Administrative Agent hereunder directly any amounts otherwise payable to Sellers and to deliver to the Administrative Agent all collateral otherwise deliverable to the Sellers. In furtherance of the foregoing, such notice shall also require, upon repayment of the Loans under the Loan Agreement or other termination of the Loan Documents (each a “Loan Document Termination”), that the Loan Document administrative agent deliver to the Administrative Agent hereunder any collateral then in its possession or control. For the avoidance of doubt, any payments due to Sellers as part of the Loan Rights shall only be remitted to the Administrative Agent hereunder following receipt by the Loan Document administrative agent of notice of an Event of Default. The foregoing provision paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to this the Repurchase Agreement and Transactions transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xiSection 101(47)(v) of the Bankruptcy Code.
c. Seller agrees . The Sellers hereby authorize the Administrative Agent to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statement or statements relating to the Repurchase Assets, Assets as the BuyerAdministrative Agent, at its option, may deem appropriate. The Seller Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8.
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